S-3/A

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on October 21, 2003

Registration No. 333-109312

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933

Silicon Valley Bancshares (Exact name of registrant as specified in its charter)	SVB Capital II (Exact name of co-registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	Delaware (State or other jurisdiction of incorporation or organization)
91-1962278 (I.R.S. Employer Identification No.)	32-6026428 (I.R.S. Employer Identification No.)
3003 Tasman Drive, Santa Clara, California 95054 Telephone: (408) 654-7400 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)	3003 Tasman Drive, Santa Clara, California 95054 Telephone: (408) 654-7400 (Address, including zip code, and telephone number, including area code, of co-registrant's principal executive offices)

Derek Witte, Esq.
General Counsel and Secretary
Silicon Valley Bancshares
3003 Tasman Drive, Santa Clara, California 95054
Telephone:(408) 654-7400
(Name, address, including zip code, and telephone number, including area code, of agent for service)

	Copies to:
John A. Fore, Esq. Kathleen D. Rothman, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300	Chris B. Laukenmann, Esq. Pillsbury Winthrop LLP 725 S. Figueroa Street Suite 2800 Los Angeles, CA 90017 (213) 488-7217	Douglas A. Tanner, Esq. Paul E. Denaro, Esq. Milbank, Tweed, Hadley & McCloy LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, California 94306 (650) 739-7000

        Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until our registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion dated October 21, 2003)

$50,000,000

SVB CAPITAL II

% Cumulative Trust Preferred Securities

guaranteed by

SILICON VALLEY BANCSHARES

SVB Capital II is offering trust preferred securities that Silicon Valley Bancshares will fully and unconditionally guarantee, based on its combined obligations under a guarantee agreement, a trust agreement, an expense agreement and a junior subordinated indenture and the debentures issued under the junior subordinated indenture. SVB Capital II will redeem the trust preferred securities on               , 2033, and may redeem them earlier, subject to prior approval by the Board of Governors of the Federal Reserve System, if then required by the capital rules of the Federal Reserve Board.

SVB Capital II will apply to have the trust preferred securities listed on the NASDAQ National Market under the trading symbol "SIVBO" for trading within 30 days after they are first issued. No assurance can be given that the NASDAQ National Market will approve the trust preferred securities for listing.

Investing in the trust preferred securities involves risks. See "Risk Factors" beginning on page 11.

These securities are not savings accounts or deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation, by any other governmental agency, or otherwise.

PRICE $25 PER TRUST PREFERRED SECURITY

	Price to Public(1)	Underwriting Discounts and Commissions(2)	Proceeds to SVB Capital II(1)(2)
Per Trust Preferred Security	$25		$25
Total	$50,000,000		$50,000,000

(1)

Plus accumulated distributions, if any, from              , 2003.

(2)

Because SVB Trust II will use all of the proceeds from the sale of the trust preferred securities and its common securities to purchase junior subordinated debentures of Silicon Valley Bancshares, Silicon Valley Bancshares will pay all underwriting discounts and commissions.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriter expects to deliver the trust preferred securities to the purchasers on              , 2003.

MORGAN STANLEY

                           , 2003

TABLE OF CONTENTS

Prospectus Summary	2
Risk Factors	11
Forward-Looking Statements	22
Use Of Proceeds	24
Regulatory Capital Ratios	24
Capitalization	25
Accounting and Regulatory Treatment	26
Management	28
Description of the Trust Preferred Securities	31
Description of Junior Subordinated Debentures	46
Book-Entry Issuance	58
Description of Guarantee Agreement	63
Expense Agreement	65
Relationship Among the Trust Preferred Securities, the Junior Subordinated Debentures and the Guarantee Agreement	65
Certain Federal Income Tax Consequences	68
Certain ERISA Considerations	71
Underwriter	74
Validity of Securities	75
Experts	75
Available Information	76
Incorporation Of Certain Information by Reference	76

        You should rely only on the information contained or incorporated by reference in this prospectus. SVB Trust II and Silicon Valley Bancshares have not authorized anyone to provide you with information other than that contained or incorporated by reference in this prospectus. SVB Trust II and Silicon Valley Bancshares are offering to sell the trust preferred securities, and are seeking offers to buy the trust preferred securities, only in jurisdictions where offers and sales are permitted. The information in this prospectus may be accurate only on the date of this prospectus.

1

PROSPECTUS SUMMARY

Because this is a summary, it may not contain all of the information that may be important to you. You should carefully read the entire prospectus, including the documents incorporated by reference in this prospectus, before you invest in the trust preferred securities of SVB Capital II. For purposes of this prospectus, unless otherwise indicated or the context otherwise requires, the terms "we," "our" and "us" refer to Silicon Valley Bancshares, and its consolidated subsidiaries, collectively, and the term "Silicon Valley Bancshares" refers to Silicon Valley Bancshares only.

Silicon Valley Bancshares

        Silicon Valley Bancshares is a bank holding company and a financial holding company. Silicon Valley Bancshares' principal subsidiary, Silicon Valley Bank, is a California state-chartered bank and a member of the Federal Reserve System. Silicon Valley Bank's deposits are insured by the Federal Deposit Insurance Corporation.

        Silicon Valley Bank's profitability, like most financial institutions, is primarily dependent on interest rate differentials. In general, the difference between the interest rates paid by Silicon Valley Bank on interest-bearing liabilities, such as deposits and other borrowings, and the interest rates received on its interest-earning assets, such as loans extended to its clients and securities held in its investment portfolio, comprise the major portion of its earnings. Silicon Valley Bank also provides a wide variety of fee-based financial services to its clients, including private label client investment and sweep products, foreign exchange products and deposit services. Over the long term, Silicon Valley Bank seeks to generate strong operating results by leveraging its lending practice to obtain warrant agreements to purchase equity in the technology and life sciences companies of the future.

        Our strategy is to increase our revenues by marketing our full range of financial products and services to clients and venture capital industry contacts we originally developed through our commercial banking business. In addition to our commercial banking services, we engage in venture capital fund and direct equity investment activities, fee-based merger and acquisition services and venture capital fund and fund of funds management. We believe that our ability to successfully cross-sell our banking and financial services to our clients is one of the strengths of our business model.

        We serve more than 9,500 clients across the country through 28 regional offices. We have 13 offices throughout California and operate regional offices across the country, including Arizona, Colorado, Florida, Georgia, Illinois, Massachusetts, Minnesota, New York, North Carolina, Oregon, Pennsylvania, Texas, Virginia, and Washington. We serve emerging-growth and mature companies in the technology and life sciences markets, as well as premium wineries. We believe our focus on specialized markets and extensive knowledge of the people and business issues driving them allows us to provide a level of service and partnership that contributes to our clients' success.

        Silicon Valley Bancshares was originally incorporated in California in 1982, and was reincorporated in Delaware in 1999. Silicon Valley Bancshares' corporate headquarters is located at 3003 Tasman Drive, Santa Clara, California 95054, and its telephone number is (408) 654-7400.

SVB Capital II

        SVB Capital II is a statutory trust formed under Delaware law. SVB Capital II is governed by a trust agreement among Silicon Valley Bancshares, Wilmington Trust Company, as Delaware trustee, Wilmington Trust Company, as property trustee (in the case of the amended and restated trust agreement) and the administrative trustees named in the trust agreement. In this prospectus, we refer to this agreement, as amended and restated from time to time, as the "trust agreement." SVB Capital II's business and affairs are conducted by the property trustee, the Delaware trustee and three individual administrative trustees who are officers of Silicon Valley Bancshares.

2

        SVB Capital II exists for the exclusive purposes of:

•

issuing and selling the trust preferred securities and the common securities,



•

using the proceeds from the sale of the trust preferred securities and the common securities to acquire junior subordinated debentures issued by Silicon Valley Bancshares, and



•

engaging in only those other activities necessary, advisable or incidental to the above purposes.

        The sole assets of SVB Capital II will be junior subordinated deferrable interest debentures issued by Silicon Valley Bancshares, which we refer to in this prospectus as the "junior subordinated debentures," and the sole revenues of SVB Capital II will be payments by Silicon Valley Bancshares under the junior subordinated debentures and an agreement as to expenses and liabilities between Silicon Valley Bancshares and SVB Capital II, which we refer to in this prospectus as the "expense agreement".

        Silicon Valley Bancshares will own all of the common securities of SVB Capital II. The common securities will rank on parity with, and payments will be made on the common securities pro rata with, the trust preferred securities, except that upon the occurrence and during the continuance of an event of default under the trust agreement resulting from an event of default under the indenture under which the junior subordinated debentures will be issued, the rights of Silicon Valley Bancshares as holder of the common securities to payment in respect of distributions and payments upon liquidation, redemption or otherwise will be subordinated to the rights of the holders of the trust preferred securities. See "Description of the Trust Preferred Securities—Subordination of Common Securities to the Trust Preferred Securities." Silicon Valley Bancshares will acquire common securities in an aggregate liquidation amount equal to 3% of the total capital of SVB Capital II. SVB Capital II has a term of 30 years, but may terminate earlier as described under "Description of the Trust Preferred Securities—Liquidation Distribution Upon Dissolution."

        SVB Capital II's principal offices are located at 3003 Tasman Drive, Santa Clara, California 95054 and its telephone number is (408) 654-7400.

Recent Developments

        On October 16, 2003, Silicon Valley Bancshares announced its financial results for the third quarter ended September 30, 2003. Net income for the quarter was $17.4 million, compared to net income in the third quarter of 2002 of $13.1 million and a net loss of $0.6 million in the second quarter of 2003. Earnings per diluted share were $0.49 for the quarter compared to $0.29 for the third quarter of 2002 and $(0.02) for the second quarter of 2003. Increased net income reflected a significant film loan loss recovery which resulted in a negative provision for loan losses of ($7.4) million in the third quarter of 2003, compared to provisions for loan losses of $2.6 million in the third quarter of 2002 and $1.2 million in the second quarter of 2003.

        Net interest income decreased $0.4 million to $46.3 million in the third quarter of 2003 from $46.7 million in the prior quarter. Net interest margin decreased to 5.0% in the third quarter of 2003 from 5.5% in the second quarter of 2003. This decline reflected lower floating-rate loan yields, a reduction in the amount of higher yielding fixed-rate loans related to the planned reduction in religious lending portfolio, a change in asset mix from loans to investment securities as well as the implementation of SFAS No. 150, which required that the cost of trust preferred securities be included in the calculation of net interest margin.

        At September 30, 2003, total assets were $4.3 billion, down $34.8 million from June 30, 2003 and up $396.2 million, or 10.3%, from September 30, 2002. Loans, net of unearned income, were $1.8 billion at September 30, 2003, down from $1.9 billion at June 30, 2003 and unchanged from September 30, 2002.

        On October 16, 2003, Silicon Valley Bancshares announced that Larry W. Sonsini and Peter D. Goodson have joined its Board of Directors. Mr. Sonsini will be a director effective November 8, 2003. Mr. Goodson is a director effective October 16, 2003.

3

THE OFFERING

Trust Preferred Securities Issuer	SVB Capital II
Securities Offered	2,000,000 trust preferred securities having a liquidation amount of $25 per trust preferred security. The trust preferred securities represent preferred undivided beneficial interests in SVB Capital II's assets, which will consist solely of the junior subordinated debentures and payments on the junior subordinated debentures.
Offering Price	$25 per trust preferred security (liquidation amount $25) plus accumulated distributions, if any, from            , 2003.
The Junior Subordinated Debentures	SVB Capital II will use the proceeds from the sale of the trust preferred securities to purchase $50,000,000 aggregate principal amount of            % junior subordinated debentures due            , 2033 issued by Silicon Valley Bancshares.
Distributions	The distributions payable on each trust preferred security:
	•	will be fixed at a rate per annum of      % of the liquidation amount of $25 per trust preferred security,
	•	will be cumulative,
	•	will accrue from the date of issuance of the trust preferred securities, and
	•	will be payable quarterly in arrears on the            day of            ,             ,            and            of each year, commencing on            , 2004, subject to possible deferral as described below.
	The amount of each distribution due on the trust preferred securities will include amounts accrued through the date the distribution payment is due.

4

Distribution Extension Periods	If no event of default with respect to the junior subordinated debentures has occurred and is continuing, then Silicon Valley Bancshares will have the right, at any time, to defer payments of interest on the junior subordinated debentures for a period not exceeding 20 consecutive quarters for any deferral period. No extension period may extend beyond the stated maturity of the junior subordinated debentures. If interest payments on the junior subordinated debentures are so deferred, distributions on the trust preferred securities will also be deferred and you will not receive any cash payments on the scheduled distribution dates. In that event, Silicon Valley Bancshares will not be permitted, subject to certain exceptions described in this prospectus, to declare or pay any cash distributions on Silicon Valley Bancshares' capital stock or debt securities that rank on parity with or junior to the junior subordinated debentures.
	Silicon Valley Bancshares has not paid cash dividends or made distributions on its common stock during any of the past five years and currently Silicon Valley Bancshares has no debt securities that rank on parity with or junior to the junior subordinated debentures except for its 8.25% Junior Subordinated Deferrable Interest Debentures. During an extension period, distributions on the junior subordinated debentures will continue to accumulate and interest on the accumulated distributions will also accumulate and be compounded quarterly at a rate of            %. Because interest would continue to accrue and compound on the junior subordinated debentures, to the extent permitted by applicable law, you will be required to accrue income for United States federal income tax purposes.
Maturity	The junior subordinated debentures will mature on            , 2033, which date may be shortened to a date not earlier than            , 2008 if certain conditions are met. These conditions include the receipt by Silicon Valley Bancshares of the prior approval of the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve, if the approval is required under applicable capital guidelines or policies of the Federal Reserve. In this prospectus, we refer to the maturity date, as it may be shortened, as the stated maturity of the junior subordinated debentures.

5

Redemption	The trust preferred securities are subject to mandatory redemption upon repayment of the junior subordinated debentures at their stated maturity or their earlier redemption at a redemption price equal to the aggregate liquidation amount of the trust preferred securities plus accumulated and unpaid distributions on the trust preferred securities to the date of redemption.
	Subject to Federal Reserve approval if required under applicable capital guidelines or policies of the Federal Reserve, Silicon Valley Bancshares may redeem the junior subordinated debentures prior to maturity at its option:
	•	on or after            , 2008 in whole at any time or in part from time to time, or
	•	at any time, in whole, but not in part, within 90 days following the occurrence of a tax event, an investment company event or a capital treatment event, as such terms are defined in this prospectus.
	The redemption price equals 100% of the principal amount of the junior subordinated debentures so redeemed, together with any accrued but unpaid interest to the date fixed for redemption.
Distribution of Junior Subordinated Debentures	Silicon Valley Bancshares has the right at any time to dissolve SVB Capital II, after satisfaction of liabilities to creditors of SVB Capital II as required by applicable law, and cause the junior subordinated debentures to be distributed to the holders of trust preferred securities in liquidation of SVB Capital II. Prior to dissolving SVB Capital II, Silicon Valley Bancshares must receive approval of the Federal Reserve if the approval is required under applicable capital guidelines or policies of the Federal Reserve.
Guarantee	Taken together, Silicon Valley Bancshares' obligations under the junior subordinated debentures, the indenture, the trust agreement, the expense agreement and the guarantee agreement described below, provide a full, irrevocable and unconditional guarantee of payments by SVB Capital II of the distributions and other amounts due on the trust preferred securities.

6

Under the guarantee agreement, Silicon Valley Bancshares guarantees the payment of distributions by SVB Capital II and payments on liquidation of or redemption of the trust preferred securities, but only to the extent that SVB Capital II has sufficient funds to make payments on the trust preferred securities. The payment obligations of Silicon Valley Bancshares under the guarantee agreement are subordinate to the right to payment of senior debt of Silicon Valley Bancshares, as such term is defined in this prospectus. If Silicon Valley Bancshares does not make payments on the junior subordinated debentures, SVB Capital II will not have sufficient funds to make payments on the trust preferred securities, in which case you will be unable to rely on the guarantee agreement for payment. However, if SVB Capital II has insufficient funds to pay distributions on the trust preferred securities because Silicon Valley Bancshares has failed to make required payments under the junior subordinated debentures, you would have the right to institute a legal proceeding directly against Silicon Valley Bancshares to enforce payment of such distributions to you.

Ranking

The trust preferred securities will rank on parity with, and payments on such securities will be made pro rata with, the common securities of SVB Capital II held by Silicon Valley Bancshares, except as described in this prospectus. The obligations of Silicon Valley Bancshares under the guarantee agreement, the junior subordinated debentures and other documents described in this prospectus are unsecured and rank subordinate and junior in right of payment to all current and future senior debt, the amount of which is unlimited. In addition, because Silicon Valley Bancshares is a holding company, substantially all of Silicon Valley Bancshares' assets consist of the capital stock of its subsidiaries. All obligations of Silicon Valley Bancshares relating to the securities described in this prospectus will be effectively subordinated to all existing and future liabilities of Silicon Valley Bancshares' subsidiaries.

7

	Silicon Valley Bancshares may cause additional trust preferred securities to be issued by trusts similar to SVB Capital II in the future, and there is no limit on the amount of such securities that may be issued. In this event, Silicon Valley Bancshares' obligations under the junior subordinated debentures to be issued to such other trusts and Silicon Valley Bancshares' guarantees of the payments by such trusts will rank on parity with Silicon Valley Bancshares' obligations under the junior subordinated debentures and the guarantee agreement, respectively.
Voting Rights	You will generally have limited voting rights relating only to the modification of the trust preferred securities, the dissolution, winding-up or termination of SVB Capital II and certain other matters described in this prospectus.
ERISA Considerations	You should carefully consider the information set forth under "Certain ERISA Considerations."
Nasdaq National Market Symbol	We have applied to have the trust preferred securities approved for quotation on the Nasdaq National Market under the symbol SIVBO.
Use of Proceeds	SVB Capital II will invest all of the proceeds from the sale of the trust preferred securities offered by this prospectus in the junior subordinated debentures of Silicon Valley Bancshares. Silicon Valley Bancshares intends to use the net proceeds from the issuance of the junior subordinated debentures:
	•	to redeem approximately $40.0 million of its existing 8.25% junior subordinated debentures due 2028, which are held by SVB Capital I and
	•	for general corporate purposes, which may include investments in, or extensions of credit to, its subsidiaries.
	Silicon Valley Bancshares expects the trust preferred securities to qualify as Tier 1 Capital under the capital guidelines of the Federal Reserve as in effect as of the date of this prospectus. See "Risk Factors—Risks Related to the Offering—Recent accounting changes may entitle Silicon Valley Bancshares to redeem the junior subordinated debentures prior to maturity, and if so redeemed, the trust preferred securities will be redeemed by SVB Capital II" and "Accounting and Regulatory Treatment."

Risk Factors

        Prospective investors should carefully consider the matters set forth under the "Risk Factors" section beginning on page 11.

8

Summary of Consolidated Financial Data

        You should read the following financial information together with the "Management's Discussion and Analysis of Financial Condition and Results of Operations," for fiscal 2002, 2001 and 2000 and for the six months ended June 30, 2003 and 2002, incorporated by reference in this prospectus. We derived the summary consolidated statements of operations data for the years ended December 31, 2002, 2001 and 2000 and the summary consolidated balance sheet data as of December 31, 2002 and 2001 from Silicon Valley Bancshares' audited consolidated financial statements incorporated by reference into this prospectus. We derived summary consolidated statement of operations data for the fiscal years ended December 31, 1999 and 1998 and the summary consolidated balance sheet data as of December 31, 2000, 1999 and 1998 from Silicon Valley Bancshares' audited consolidated financial statements not incorporated by reference into this prospectus. We derived the summary consolidated statements of operations data for the six months ended June 30, 2003 and 2002 and the summary consolidated balance sheet data as of June 30, 2003 and 2002 from Silicon Valley Bancshares' unaudited consolidated financial statements included in its quarterly report on Form 10-Q for the quarter ended June 30, 2003, as amended, which is incorporated by reference in this prospectus. In the opinion of management, Silicon Valley Bancshares' unaudited consolidated financial statements have been prepared on a basis consistent with its audited consolidated financial statements and reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of Silicon Valley Bancshares' results of operations and financial position for the periods presented. Interim results are not indicative of annual results for any period. Certain reclassifications have been made to Silicon Valley Bancshares' prior year amounts to conform to 2003 presentations. These reclassifications had no effect on the results of operations or stockholders' equity. In addition, the common stock summary information has been restated to reflect two-for-one stock splits effected on May 1, 1998 and May 15, 2000.

	As of and for the Six Months Ended June 30,				As of and for the Years Ended December 31,
	2003		2002		2002		2001		2000		1999		1998
	(Dollars and shares in thousands, except per share amounts and ratios)
Income Statement Summary:
Net interest income	$	94,678	$	98,075	$	194,708	$	262,985	$	329,848	$	205,439	$	146,615
Provision for loan losses		4,546		219		3,882		16,724		54,602		52,407		37,159
Noninterest income		34,951		35,755		67,858		70,833		189,630		58,855		23,162
Noninterest expense		117,311		92,336		186,374		183,488		198,361		125,659		83,645
Minority interest		6,244		3,237		7,767		7,546		460		—		—
Income before income tax expense		14,016		44,512		80,077		141,152		266,975		86,228		48,973
Income tax expense		4,174		16,167		26,719		52,998		107,907		34,030		20,117
Net income	$	9,842	$	28,345	$	53,358	$	88,154	$	159,068	$	52,198	$	28,856
Common Share Summary:
Basic earnings per share	$	0.26	$	0.63	$	1.21	$	1.85	$	3.41	$	1.27	$	0.71
Diluted earnings per share		0.25		0.61		1.18		1.79		3.23		1.23		0.69
Book value per share		12.53		14.43		14.55		13.82		12.54		8.23		5.21
Weighted average basic shares outstanding		37,909		45,283		44,000		47,728		46,656		41,258		40,536
Weighted average diluted shares outstanding		38,817		46,772		45,080		49,155		49,220		42,518		41,846

9

Period-End Balance Sheet Summary:
Investment securities	$	1,663,920		$	1,460,659		$	1,535,694		$	1,833,162		$	2,107,590		$	1,747,408		$	1,397,502
Loans, net of unearned income		1,964,800			1,868,877			2,086,080			1,767,038			1,716,549			1,623,005			1,611,921
Goodwill		83,548			98,638			100,549			96,380			—			—			—
Assets		4,294,590			3,831,770			4,183,181			4,172,077			5,626,775			4,596,398			3,545,452
Deposits		3,488,384			2,993,179			3,436,127			3,380,977			4,862,259			4,109,405			3,269,753
Long-term debt		163,057			26,105			17,397			25,685			—			—			—
Trust preferred securities		38,718			38,780			39,472			38,641			38,589			38,537			38,485
Stockholders' equity		432,135			658,843			590,350			627,515			614,121			368,850			215,865
Average Balance Sheet Summary:
Investment securities	$	1,336,377		$	1,737,765		$	1,554,035		$	1,817,379		$	1,932,461		$	1,576,630		$	1,123,152
Loans, net of unearned income		1,840,426			1,699,794			1,762,296			1,656,958			1,580,176			1,591,634			1,318,826
Goodwill		100,478			96,885			98,252			24,955			—			—			—
Assets		3,892,458			3,934,150			3,866,242			4,372,000			5,180,750			3,992,410			2,990,548
Deposits		3,148,450			3,119,495			3,063,516			3,581,725			4,572,457			3,681,598			2,746,041
Long-term debt		51,269			25,869			23,769			6,652			—			—			—
Trust preferred securities		38,704			38,650			38,667			38,611			38,559			38,507			23,621
Stockholders' equity		544,362			642,744			631,005			651,861			478,018			238,085			198,675
Capital Ratios:
Total risk-based capital ratio		14.6	%		18.9	%		16.0	%		17.2	%		17.7	%		15.5	%		11.5	%
Tier 1 risk-based capital ratio		10.1	%		17.6	%		14.8	%		15.9	%		16.5	%		14.3	%		10.3	%
Tier 1 leverage ratio		9.9	%		15.7	%		13.9	%		14.8	%		12.0	%		8.8	%		7.6	%
Average stockholders' equity to average assets		14.0	%		16.3	%		16.3	%		14.9	%		9.2	%		6.0	%		6.6	%
Selected Financial Ratios:
Return on average assets		0.5	%		1.5	%		1.4	%		2.0	%		3.1	%		1.3	%		1.0	%
Return on average stockholders' equity		3.6	%		8.9	%		8.5	%		13.5	%		33.3	%		21.9	%		14.5	%
Net interest margin		5.6	%		5.7	%		5.7	%		6.8	%		6.9	%		5.5	%		5.2	%
Other Data:
Private label client investment and sweep product balances	$	8,159,627		$	8,717,402		$	8,495,321		$	9,283,368		$	10,805,694		$	5,666,278		$	1,096,300
Ratio of earnings to fixed charges(1)		2.6	x		4.3	x		4.2	x		4.2	x		5.3	x		2.1	x		1.6	x
Ratio of earnings to fixed charges(2)		4.4	x		10.8	x		9.9	x		20.7	x		53.2	x		19.8	x		17.2	x

(1)

This computation of the ratio of earnings to fixed charges includes interest expense on deposits. Ratio of earnings to fixed charges is computed by dividing (i) earnings before taxes adjusted for fixed charges by (ii) the sum of fixed charges, which includes deposit and other interest expense, distribution expense associated with trust-preferred securities, plus the portion of interest expense under operating leases deemed by Silicon Valley Bancshares to be representative of the interest factor.

(2)

This computation of the ratio of earnings to fixed charges excludes interest expense on deposits. Ratio of earnings to fixed charges is computed by dividing (i) earnings before taxes adjusted for fixed charges by (ii) the sum of fixed charges, which includes other interest expense, distribution expense associated with trust-preferred securities, plus the portion of interest expense under operating leases deemed by Silicon Valley Bancshares to be representative of the interest factor.

10

RISK FACTORS

Our business faces significant risks. The risks described below may not be the only risks we face. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the events or circumstances described in the following risks actually occur, our business, financial condition or results of operations could suffer, and the trading price of the trust preferred securities offered by this prospectus could decline.

Risks Related to Our Business

        If a significant number of clients fail to perform under their loans, our business, profitability, and financial condition would be adversely affected.

        As a lender, the largest risk we face is the possibility that a significant number of our client borrowers will fail to pay their loans when due. If borrower defaults cause losses in excess of our allowance for loan losses, it could have an adverse effect on our business, profitability, and financial condition. We have established an evaluation process designed to determine the adequacy of the allowance for loan losses. While this evaluation process uses historical and other objective information, the classification of loans and the establishment of loan losses are dependent to a great extent on our experience and judgment. We cannot assure you that our allowance for loan losses will be sufficient to absorb future loan losses or prevent a material adverse effect on our business, profitability or financial condition.

        Because of the credit profile of our loan portfolio, our levels of nonperforming assets and charge-offs can be volatile, and we may need to make material provisions for loan losses in any period, which could cause reduced net income or increased net losses in that period.

        Our loan portfolio has a credit profile different from that of most other banking companies. Many of our loans are made to companies in the early stages of development with negative cash flow and no established record of profitable operations. In many cases, repayment of the loan is dependent upon receipt of additional equity financing from venture capitalists or others. Collateral for many of the loans often includes intellectual property, which is difficult to value and may not be readily salable in the case of default. Because of the intense competition and rapid technological change that characterizes the companies in our technology and life science industry sectors, a borrower's financial position can deteriorate rapidly. We also make loans that are larger, relative to the revenues of the borrower, than those made by traditional small business lenders, so the impact of any single borrower default may be more significant to us. Because of these characteristics, our level of nonperforming loans and loan charge-offs can be volatile and can vary materially from period to period. Changes in our level of nonperforming loans may require us to make material provisions for loan losses in any period, which could reduce our net income or cause net losses in that period.

        Decreases in amount of capital available to start-up and emerging growth companies could adversely affect our business, profitability, and growth prospects.

        Our strategy has focused on providing banking products and services to emerging growth and middle-market companies receiving financial support from sophisticated investors, including venture capitalists, "angels," and corporate investors. In some cases, our lending credit decision is based on our analysis of the likelihood that our venture capital or angel-backed client will receive a second or third round of equity infusion from investors. The amount of capital available to startup and emerging growth companies has decreased in the past three years, which has caused our client deposit balances to decline. If the amount of capital available to such companies continues to decrease, it is likely that the number of new clients and investor financial support to our existing borrowers would decrease, having an adverse effect on our business, profitability and growth prospects.

11

        Among the factors that have and could in the future affect the amount of capital available to startup and emerging growth companies are the receptivity of the capital markets to initial public offerings or mergers and acquisitions of companies within our technology and life science industry sectors, the availability and return on alternative investments, and general economic conditions in the technology and life sciences industries. Over the past three years, the stock prices of many technology and life science companies have declined substantially, and the capital markets have been less receptive to initial public offerings. Reduced capital markets valuations could further reduce the amount of capital available to startup and emerging growth companies, including companies within our technology and life science industry sectors.

        We are subject to extensive regulation that could limit or restrict our activities and impose financial requirements or limitations on the conduct of our business.

        Silicon Valley Bancshares, Silicon Valley Bank, and their subsidiaries are extensively regulated under federal and state law. These regulations are intended primarily for the protection of depositors, other clients, and the deposit insurance fund—not for the benefit of stockholders or security holders. Federal and state laws and regulations limit or otherwise affect the activities in which Silicon Valley Bancshares, Silicon Valley Bank, and their subsidiaries may engage. A change in the applicable statutes, regulations, or regulatory policy may have a material effect on our business and that of our subsidiaries. In addition, Silicon Valley Bancshares, Silicon Valley Bank and their subsidiaries are required to maintain certain minimum levels of capital. Federal and state banking regulators possess broad powers to take supervisory action, as they deem appropriate, with respect to Silicon Valley Bancshares and Silicon Valley Bank. Alliant Partners and SVB Securities, both broker-dealer subsidiaries, are regulated by the SEC and the NASD. Violations of the stringent regulations governing the actions of a broker-dealer can result in the revocation of broker-dealer licenses, the imposition of censures or fines, the issuance of cease and desist orders, and the suspension or expulsion from the securities business of a firm, its officers or employees. Supervisory actions can result in higher capital requirements, higher insurance premiums, and limitations on the activities of Silicon Valley Bancshares, Silicon Valley Bank or their subsidiaries. These supervisory actions could have a material adverse effect on our business and profitability.

        Warrant, venture capital fund, and direct equity investment portfolio gains or losses depend upon the performance of the portfolio investments and the general condition of the public equity markets, which is uncertain.

        We have historically obtained rights to acquire stock, in the form of warrants, in certain clients as part of negotiated credit facilities. We may not be able to realize gains from warrants in future periods, or our realized gains may be materially less than the current level of unrealized gains disclosed in this prospectus. We also have made investments in venture capital funds as well as direct equity investments in companies. The timing and amount of income, if any, from the disposition of client warrants, venture capital funds and direct equity investments typically depend upon factors beyond our control, including the performance of the underlying portfolio companies, investor demand for initial public offerings, fluctuations in the market prices of the underlying common stock of these companies, levels of mergers and acquisitions activity, and legal and contractual restrictions on our ability to sell the underlying securities. In addition, our investments in venture capital funds and direct equity investments have lost value and could continue to lose value or become worthless, which would reduce our net income or could cause a net loss in any period. All of these factors are difficult to predict, particularly in the current economic environment. If equity market conditions do not improve, it is likely that additional investments within our existing portfolio will become impaired. However, we are not in a position to know at the present time which specific investments, if any, are likely to be impaired or the extent or timing of individual impairments. Therefore, we cannot predict future investment gains or losses with any degree of accuracy, and any gains or losses are likely to vary materially from period to period.

12

        Public offerings and mergers and acquisitions involving our clients can cause loans to be paid off early, which could adversely affect our business and profitability.

        While an active market for public equity offerings and mergers and acquisitions generally has positive implications for our business, one negative consequence is that our clients may pay off or reduce their loans with us if they complete a public equity offering or are acquired or merge with another company. Any significant reduction in our outstanding loans could have a material adverse effect on our business and profitability.

        Our current level of interest rate spread may decline in the future. Any material reduction in our interest spread could have a material impact on our business and profitability.

        A major portion of our net income comes from our interest rate spread, which is the difference between the interest rates paid by us on interest-bearing liabilities, such as deposits and other borrowings, and the interest rates we receive on interest-earning assets, such as loans extended to our clients and securities held in our investment portfolio. Interest rates are highly sensitive to many factors beyond our control, such as inflation, recession, global economic disruptions, and unemployment. In addition, legislative changes could affect the manner in which we pay interest on deposits or other liabilities. For example, Congress has for many years debated repealing a law that prohibits banks from paying interest rates on checking accounts. If this law were to be repealed, we would be subject to competitive pressure to pay interest on our clients' checking accounts, which would negatively affect our interest rate spread. Any material decline in our interest rate spread would have a material adverse effect on our business and profitability. For example, between January 1, 2001 and June 30, 2003, the federal funds interest rate declined by 550 basis points. Consequently, our quarterly net interest margin decreased by 160 basis points, from the fourth quarter of 2000 to the second quarter of 2003.

        Adverse changes in domestic or global economic conditions, especially in the technology sector and especially in California, could have a material adverse effect on our business, growth, and profitability.

        If conditions worsen in the domestic or global economy, especially in the technology sector, our business, growth and profitability are likely to be materially adversely affected. Many of our technology clients have been harmed by the current economic slowdown, and would be further harmed by the continuation or worsening of the global or U.S. economic slowdown. Our clients may be particularly sensitive to disruptions in the growth of the technology sector of the U.S. economy. In addition, a substantial number of our clients are geographically concentrated in California, and adverse economic conditions in California could harm the businesses of a disproportionate number of our clients. To the extent that our clients' underlying businesses are harmed, they are more likely to default on their loans. The current economic slowdown has resulted in both lower average interest-earning assets and average client deposit balances, as compared to prior periods, thus reducing our net interest income. Net interest income in 2002 was $194.7 million, down from $263.0 million in 2001.

        If we fail to retain our key employees, our growth and profitability could be adversely affected.

        We rely on experienced client relationship managers and on officers and employees with strong relationships with the venture capital community to generate new business. If a significant number of these employees were to leave us, our growth and profitability could be adversely affected. We believe that our employees frequently have opportunities for alternative employment with competing financial institutions and with our clients. We did not pay any incentive compensation in 2001 and paid minimal amounts in 2002. The lack of meaningful incentive compensation payouts increases the risk associated with employee retention.

13

        We cannot assure you that we will be able to maintain our historical levels of profitability in the face of sustained competitive pressures.

        Other banks and specialty and diversified financial services companies, many of which are larger and have more capital than we do, offer lending, leasing and other financial products to our customer base. In some cases, our competitors focus their marketing on our industry sectors and seek to increase their lending and other financial relationships with technology companies, early stage growth companies or special industries such as wineries. In other cases, our competitors may offer a financial product that provides an alternative to one of the products we offer to our clients. When new competitors seek to enter one of our markets, or when existing market participants seek to increase their market share, they sometimes undercut the pricing and/or credit terms prevalent in that market. Our pricing and credit terms could deteriorate if we act to meet these competitive challenges.

        We face risks in connection with completed or potential acquisitions.

        We completed one acquisition in each of 2002 and 2001 and, if appropriate opportunities present themselves, we intend to acquire businesses, technologies, services or products that we believe are strategic. There can be no assurance that we will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with our current business.

        Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could have a material adverse effect on our business, results of operations, and/or financial condition. Any such future acquisitions of other businesses, technologies, services or products might require us to obtain additional equity or debt financing, which might not be available on terms favorable to us, or at all; and such financing, if available, might be dilutive.

        Upon completion of an acquisition, we are faced with the challenges of integrating the operations, services, products, personnel, and systems of acquired companies into our business, which may divert management's attention from ongoing business operations. In addition, acquisitions of new businesses may subject us to regulatory scrutiny. We cannot assure you that we will be successful in integrating any acquired business effectively into the operations of our business. Moreover, there can be no assurance that the anticipated benefits of any acquisition will be realized.

        We could be liable for breaches of security in our online banking services. Fear of security breaches could limit the growth of our online services.

        We offer various Internet-based services to our clients, including online banking services, a client exchange program, and a Web site where our clients can exchange information with one another. The secure transmission of confidential information over the Internet is essential to maintain our clients' confidence in our online services. Advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology we use to protect client transaction data. Although we have developed systems and processes that are designed to prevent security breaches and periodically test our security, failure to mitigate breaches of security could adversely affect our ability to offer and grow our online services and could harm our business.

        People generally are concerned with security and privacy on the Internet and any publicized security problems could inhibit the growth of the Internet as a means of conducting commercial transactions. Our ability to provide financial services over the Internet would be severely impeded if clients became unwilling to transmit confidential information online. As a result, our operations and financial condition could be adversely affected.

14

        We face risks associated with international operations.

        A component of our strategy is to expand internationally on a limited basis. Expansion into international markets, albeit on a limited basis, will require management attention and resources. We have limited experience in internationalizing our service, and we believe that many of our competitors are also undertaking expansion into foreign markets. There can be no assurance that we will be successful in expanding into international markets. In addition to the uncertainty regarding our ability to generate revenues from foreign operations and to expand our international presence, there are certain risks inherent in doing business on an international basis, including, among others, regulatory requirements, legal uncertainty regarding liability, tariffs, and other trade barriers, difficulties in staffing and managing foreign operations, longer payment cycles, different accounting practices, problems in collecting accounts receivable, political instability, seasonal reductions in business activity, and potentially adverse tax consequences, any of which could adversely affect the success of our international operations. To the extent we expand into international operations and have additional portions of our international revenues denominated in foreign currencies, we could become subject to increased risks relating to foreign currency exchange rate fluctuations. There can be no assurance that one or more of the factors discussed above will not have a material adverse effect on our business, results of operations, and/or financial condition.

        Maintaining or increasing our market share depends on market acceptance and regulatory approval of new products and services.

        Our success depends, in part, upon our ability to adapt our products and services to evolving industry standards and consumer demand. There is increasing pressure on financial services companies to provide products and services at lower prices. In addition, the widespread adoption of new technologies, including Internet-based services, could require us to make substantial expenditures to modify or adapt our existing products or services. A failure to achieve market acceptance of any new products we introduce, or a failure to introduce products that the market may demand, could have an adverse effect on our business, profitability, or growth prospects.

        We have businesses other than banking.

        In addition to commercial banking services, we provide merger and acquisition advisory services, merchant banking services, investment advisory services, and other business services. We may in the future develop or acquire other non-banking businesses. As a result of other such businesses, our earnings could be subject to risks and uncertainties that are different than our commercial banking services.

        If Alliant Partners does not meet earnings targets or is unable to retain key employees, we could have further impairment of related goodwill.

        In 2001, we acquired the assets of Alliant Partners, which offers merger and acquisition advisory services. The success of this business is dependent on a number of factors, including the general level of merger and acquisition activity and client company valuations, which have been negatively affected by the current economic slowdown. Alliant Partners' success is also dependent on the continued employment of several key employees of Alliant Partners.

        We test for impairment of goodwill relating to Alliant Partners on an annual basis, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. We conducted our annual valuation analysis of the Alliant Partners reporting unit as of the end of the second quarter of 2003. We concluded at that time that we had an impairment of goodwill based on our market approach valuation and forecasted discounted cash flows for that reporting unit. In measuring the amount of goodwill impairment, we made a hypothetical allocation of the estimated fair value of the reporting unit to the tangible and intangible assets (other than goodwill) of the reporting unit. Based on this allocation, we

15

concluded that $17.0 million of the related goodwill was impaired and was required to be expensed as a non-cash charge to continuing operations during the second quarter of 2003.

        If Alliant Partners does not meet the most recent projected revenues targets, or if certain key employees were to leave Alliant Partners, we could conclude that the value of the business has decreased and that goodwill relating to Alliant Partners has been further impaired. If we were to conclude that goodwill has been further impaired, that conclusion would result in a non-cash goodwill impairment charge to us, which would adversely affect our results of operations.

Risks Related to the Offering

        Silicon Valley Bancshares' obligations under the junior subordinated debentures and the guarantee agreement are subordinated. The indenture contains no financial covenants. In addition, as a holding company, the ability of Silicon Valley Bancshares to service its debt, including the junior subordinated debentures, depends on the earnings of, and receipt of distributions from, its subsidiaries.

        All obligations of Silicon Valley Bancshares under the guarantee agreement and the junior subordinated debentures are unsecured and rank subordinate and junior in right of payment to all current and future senior debt of Silicon Valley Bancshares. The indenture for the junior subordinated debentures, which we refer to as the indenture, does not restrict the amount of senior debt Silicon Valley Bancshares may incur. In addition, because Silicon Valley Bancshares is a holding company, all obligations of Silicon Valley Bancshares relating to the securities described in this prospectus will be effectively subordinated to all existing and future liabilities of Silicon Valley Bancshares' subsidiaries, including Silicon Valley Bank, regardless of the ranking or seniority of those liabilities.

        Silicon Valley Bancshares' subsidiaries are separate and distinct legal entities. Silicon Valley Bancshares' subsidiaries have no obligation to pay any amounts due on the junior subordinated debentures or to provide Silicon Valley Bancshares with funds for its payment obligations, whether by dividends, distributions, loans or other payments. The ability of subsidiaries of Silicon Valley Bancshares to pay or make dividends, distributions, loans or advances depends upon their respective earnings and could be subject to contractual restrictions. In addition, various federal and state statutes and regulations limit the amount of dividends that Silicon Valley Bancshares' banking and other subsidiaries may pay to it without regulatory approval. As a holding company, the right of Silicon Valley Bancshares to participate in any distribution of assets of any subsidiary upon such subsidiary's liquidation or reorganization or otherwise, and thus your ability to benefit indirectly from such distribution, is subject to the prior claims of creditors of that subsidiary, except to the extent that Silicon Valley Bancshares may itself be recognized as a creditor of that subsidiary. Accordingly, the junior subordinated debentures and all obligations of Silicon Valley Bancshares relating to the trust preferred securities will be effectively subordinated to all existing and future liabilities of Silicon Valley Bancshares' subsidiaries, and you should look only to the assets of Silicon Valley Bancshares, and not of its subsidiaries, for principal and interest payments on the junior subordinated debentures.

        As of June 30, 2003, Silicon Valley Bancshares had approximately $27.3 million of senior debt outstanding and its subsidiaries had approximately $140.8 million of outstanding debt and other liabilities (excluding intercompany liabilities and liabilities of the type not required to be reflected on a balance sheet in accordance with generally accepted accounting principals) to which the junior subordinated debentures would have been effectively subordinated.

        None of the indenture, the guarantee agreement or the trust agreement places any limitation on the amount of secured or unsecured debt, including senior debt, that Silicon Valley Bancshares or its subsidiaries may incur. Further, those agreements do not limit Silicon Valley Bancshares' ability to issue additional junior subordinated debentures in connection with any future offerings of trust preferred securities, and such additional debentures would rank on parity with the junior subordinated debentures.

16

See "Description of Junior Subordinated Debentures—Subordination" and "Description of Guarantee Agreement—Status of the Guarantee Agreement."

        SVB Capital II has no operations and its ability to pay distributions on the trust preferred securities is dependent upon the payment by Silicon Valley Bancshares of the junior subordinated debentures.

        SVB Capital II exists for the exclusive purposes of issuing and selling the common securities and the trust preferred securities, using the proceeds from the sale of the trust preferred securities and the common securities to acquire the junior subordinated debentures, and engaging in only those other activities necessary, advisable or incidental to the above purposes. As a result, the ability of SVB Capital II to pay amounts due on the trust preferred securities depends solely upon Silicon Valley Bancshares making payments on the junior subordinated debentures as and when required. As a holding company without significant assets other than its equity interest in its subsidiaries, Silicon Valley Bancshares' ability to pay interest on the junior subordinated debentures to SVB Capital II, and consequently SVB Capital II's ability to pay distributions on the trust preferred securities and Silicon Valley Bancshares' ability to pay its obligations under the guarantee agreement, depends primarily upon the dividends, distributions, loans or advances Silicon Valley Bancshares receives from its subsidiaries. As described above, Silicon Valley Bancshares' subsidiaries are not obligated to make dividends, distributions, advances or loans to Silicon Valley Bancshares and their ability to do so may be subject to contractual and regulatory restrictions.

        Silicon Valley Bancshares may defer the payment of interest on the junior subordinated debentures, which will result in the deferment of the payment of distributions on the trust preferred securities.

        If no event of default with respect to the junior subordinated debentures has occurred and is continuing, the indenture permits Silicon Valley Bancshares to defer payment of interest on the junior subordinated debentures at any time or from time to time for a period not exceeding 20 consecutive quarters for any extension period. No extension period may extend beyond the stated maturity of the junior subordinated debentures. As a consequence of any deferral, quarterly distributions on the trust preferred securities by SVB Capital II will be deferred and you will not receive a cash payment on the scheduled distribution date. During an extension period, the amount of distributions to which you are entitled will continue to accumulate and interest on the accumulated distributions will also accumulate at the rate of    % per annum, compounded quarterly, from the relevant payment date for such distributions, to the extent permitted by applicable law. During any extension period, Silicon Valley Bancshares will be prohibited from making certain payments or distributions on Silicon Valley Bancshares' capital stock, including dividends on or redemptions of common or preferred stock, and from making certain payments with respect to any debt securities of Silicon Valley Bancshares that rank on parity with or junior in interest to the junior subordinated debentures. During the extension period, Silicon Valley Bancshares will not be restricted from:

•

paying dividends or distributions in capital stock of Silicon Valley Bancshares, which includes common and preferred stock;



•

redeeming rights or taking certain other actions under a shareholders' rights plan;



•

making payments under the guarantee agreement; or



•

making purchases of common stock related to the issuance of common stock or rights under any of Silicon Valley Bancshares' benefit plans for its directors, officers, employees or consultants.

        Silicon Valley Bancshares has not paid cash dividends or made distributions on its common stock during any of the past five years. Currently, Silicon Valley Bancshares has no debt securities that rank on parity with or junior in interest to the junior subordinated debentures, except for its 8.25% Junior Subordinated Deferrable Interest Debentures. Further, during an extension period, Silicon Valley Bancshares will have the ability to continue to make payments on senior debt.

17

        Prior to the termination of any extension period, Silicon Valley Bancshares may further extend such extension period so long as that extension does not cause such extension period to exceed 20 consecutive quarters or to extend beyond the stated maturity. Upon the termination of any extension period and the payment of all interest then accrued and unpaid, together with interest thereon at the annual rate of    %, compounded quarterly, to the extent permitted by applicable law, Silicon Valley Bancshares may elect to begin a new extension period subject to the above requirements. If it complies with the requirements for an extension period, Silicon Valley Bancshares may elect to begin an extension period an unlimited number of times. See "Description of the Trust Preferred Securities—Distribution Extension Periods" and "Description of Junior Subordinated Debentures—Option to Defer Interest Payment Period."

        Deferral of distributions will have tax consequences for you and may affect the trading price of the trust preferred securities

        Silicon Valley Bancshares has no current plan to exercise its option to defer payments of interest and considers the likelihood of exercising the option to be a remote contingency as of the date of this prospectus. Therefore, it is Silicon Valley Bancshares' position for tax reporting purposes that the junior subordinated debentures will be treated as issued without "original issue discount" for United States federal income tax purposes. As a result, you will include interest in taxable income under your own method of accounting, i.e., cash or accrual. If Silicon Valley Bancshares were to exercise its right to defer payments of interest, you would be required to include your pro rata share of original issue discount in gross income as it accrues for United States federal income tax, and possibly other, purposes in advance of the receipt of cash. If the tax authorities were to assert successfully that, as of the issue date of the junior subordinated debentures, exercise of the option is not a remote or incidental contingency, the tax authorities would treat the junior subordinated debentures as being issued with contingent payments for interest accrual purposes under the Treasury Regulations. See "Certain Federal Income Tax Consequences—Interest Income and Original Issue Discount."

        If Silicon Valley Bancshares elects to exercise its right to defer payments of interest in the future, the market price of the trust preferred securities is likely to be adversely affected. Therefore, if you dispose of your trust preferred securities during an extension period, you might not receive the same return on your investment as another holder that continues to hold the trust preferred securities.

        Subject to prior approval by the Federal Reserve, Silicon Valley Bancshares may redeem the junior subordinated debentures prior to maturity, in which case the trust preferred securities will be redeemed by SVB Capital II.

        Silicon Valley Bancshares may at any time and from time to time, at its option, on or after                        , 2008, redeem the junior subordinated debentures in whole or in part at 100% of the principal amount together with any accrued but unpaid interest to the date fixed for redemption. Upon redemption of the junior subordinated debentures, SVB Capital II will likewise redeem a proportional amount of the trust preferred securities. If the trust preferred securities are redeemed, you may not be able to reinvest the proceeds from the redemption in an investment with the same or higher rate of return as your trust preferred securities.

        In addition, upon the occurrence and during the continuation of a tax event, an investment company event or a capital treatment event, each event as defined in this prospectus, whether occurring before or after                        , 2008, Silicon Valley Bancshares may, if certain conditions are met, redeem the junior subordinated debentures in whole, but not in part. The redemption price will equal 100% of the principal amount of the junior subordinated debentures together with accrued but unpaid interest to the date fixed for redemption, which date must be within 90 days following the occurrence of such tax event, investment company event or capital treatment event. The redemptions of the junior subordinated debentures will cause a mandatory redemption of the trust securities. Silicon Valley Bancshares' ability to exercise this right is subject to its receipt of the prior approval of the Federal Reserve to do so if then required under

18

applicable capital guidelines or policies of the Federal Reserve. See "Description of the Trust Preferred Securities—Redemption."

        Recent accounting changes may entitle Silicon Valley Bancshares to redeem the junior subordinated debentures prior to maturity, and if so redeemed, the trust preferred securities will be redeemed by SVB Capital II.

        Historically, issuer trusts, such as SVB Capital II, have been consolidated by their parent companies for accounting purposes. In addition, bank holding companies have been permitted to treat the trust preferred securities as Tier 1 capital under Federal Reserve rules and regulations relating to minority interests in equity accounts of consolidated subsidiaries. We have previously consolidated our issuer trust, SVB Capital I, for regulatory capital purposes, and the outstanding trust preferred securities of our issuer trust have been treated as Tier 1 capital by us.

        In January 2003, the Financial Accounting Standards Board, or FASB, issued accounting interpretation No. 46, "Consolidation of Variable Interest Entities." The application of this interpretation to issuer trusts and whether issuer trusts may still be consolidated is the subject of debate, as discussed in the section below entitled "Accounting and Regulatory Treatment." If issuer trusts are no longer consolidated, the trust preferred securities issued by issuer trusts would not be considered a minority interest in equity accounts of a consolidated subsidiary and may not be accorded Tier 1 capital treatment by the Federal Reserve. The Federal Reserve, in reacting to the issuance of this FASB interpretation, has indicated that qualifying trust preferred securities will continue to be treated as Tier 1 capital until notice to the contrary is given.

        If Tier 1 capital treatment were to be disallowed in the future, we would be able to redeem the junior subordinated debentures, thereby causing a mandatory redemption of the trust preferred securities pursuant to the special "capital treatment event" redemption described under "Description of the Trust Preferred Securities—Redemption." Under such circumstances, no additional cash distributions would be paid on the trust preferred securities after they were redeemed and you would lose whatever future potential income you may have expected to receive as a holder of the trust preferred securities. Additionally, there would be a reduction in our consolidated capital ratios, as discussed more fully in the section entitled "Accounting and Regulatory Treatment."

        Silicon Valley Bancshares may distribute junior subordinated debentures to you.

        Silicon Valley Bancshares will have the right at any time to terminate SVB Capital II, subject to prior approval by the Federal Reserve, and, after satisfaction of liabilities to creditors of SVB Capital II as required by applicable law, cause the junior subordinated debentures to be distributed to you in liquidation of SVB Capital II. Because you may receive junior subordinated debentures in liquidation of SVB Capital II and because distributions on the trust preferred securities depend upon payments on the junior subordinated debentures, you are also making an investment decision with regard to the junior subordinated debentures and should carefully review all the information regarding the junior subordinated debentures contained in this prospectus.

        We expect that the trust preferred securities will be listed on the Nasdaq National Market. The junior subordinated debentures will not be listed on the Nasdaq National Market or any other exchange or interdealer quotation system. If SVB Capital II is terminated and the junior subordinated debentures are distributed to you, Silicon Valley Bancshares has agreed in the trust agreement to use its best efforts to have the junior subordinated debentures approved for quotation on the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the trust preferred securities are then listed. However, since the Nasdaq National Market does not currently list debt securities and the NYSE generally only lists debt securities of currently listed companies, we cannot assure you that we will be able to successfully obtain a listing on either of those two trading systems or at all, which may adversely affect the liquidity of your investment.

19

        Under current United States federal income tax law and interpretations, and assuming, as set forth in an opinion of counsel to Silicon Valley Bancshares, SVB Capital II is classified as a grantor trust for such purposes, a distribution of the junior subordinated debentures upon a liquidation of SVB Capital II should not be a taxable event to you. However, if a tax event were to occur which would cause SVB Capital II to be subject to United States federal income tax with respect to income received or accrued on the junior subordinated debentures, a distribution of the junior subordinated debentures by SVB Capital II could be a taxable event to SVB Capital II and to you. See "Certain Federal Income Tax Consequences—Distribution of Junior Subordinated Debentures to Holders of Trust Preferred Securities."

        Silicon Valley Bancshares may shorten the stated maturity of junior subordinated debentures.

        Silicon Valley Bancshares will have the right at any time to shorten the maturity of the junior subordinated debentures to a date not earlier than                         , 2008 and thereby cause the trust preferred securities to be redeemed on such earlier date. The exercise of this right is subject to Silicon Valley Bancshares having received prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve. See "Description of Junior Subordinated Debentures—Redemption."

        If Silicon Valley Bancshares does not make payments on the junior subordinated debentures, SVB Capital II will not be able to pay distributions and other payments on the trust preferred securities and the guarantee agreement will not apply.

        SVB Capital II will depend solely upon Silicon Valley Bancshares making timely payments on the junior subordinated debentures to pay amounts due to you on the trust preferred securities. If Silicon Valley Bancshares fails to make payments on the junior subordinated debentures, SVB Capital II will be unable to make the related distribution or liquidation payments on the trust preferred securities to you. If this happens, you will not be able to rely on the guarantee agreement for payment of amounts owed to you. In that case, if Silicon Valley Bancshares is in default under the indenture, you may:

•

rely on the property trustee of SVB Capital II to enforce the rights under the junior subordinated debentures with the direction of the holders of a majority in liquidation amount of the trust preferred securities, or



•

directly sue Silicon Valley Bancshares or seek other remedies to collect the pro rata share of payments owed to you.

        Silicon Valley Bancshares' ability to pay interest on the junior subordinated debentures may be adversely impacted if it cannot deduct such interest payments.

        Silicon Valley Bancshares' ability to deduct the interest paid on the junior subordinated debentures depends upon whether the junior subordinated debentures are characterized as debt instruments for federal income tax purposes, taking all the relevant facts and circumstances into account. Silicon Valley Bancshares' counsel has rendered an opinion to it that the junior subordinated debentures will be treated as debt instruments for federal income tax purposes. In accordance with that opinion of counsel, Silicon Valley Bancshares will deduct the interest on the junior subordinated debentures. However, the legal opinion is not binding on the tax authorities or the courts. If the interest on the junior subordinated debentures is finally determined not to be deductible by Silicon Valley Bancshares, Silicon Valley Bancshares would have significant additional income tax liabilities. Any such tax liability could adversely affect the ability of Silicon Valley Bancshares to pay interest on the junior subordinated debentures to SVB Capital II, and, consequently, SVB Capital II's ability to pay distributions on the trust preferred securities and Silicon Valley Bancshares' ability to pay its obligations under the guarantee agreement.

20

        The indenture and the trust agreement contain limited or no covenants relating to Silicon Valley Bancshares.

        The indenture contains limited covenants, and the trust agreement contains no covenants, relating to Silicon Valley Bancshares. As a result, neither the indenture nor the trust agreement protects you in the event of a material adverse change in Silicon Valley Bancshares' or our financial condition or results of operations or limits the ability of Silicon Valley Bancshares or any subsidiary to incur additional indebtedness. Therefore, the provisions of these governing instruments should not be considered a significant factor in evaluating whether Silicon Valley Bancshares will be able to comply with its obligations under the junior subordinated debentures or the guarantee agreement.

        The trust preferred securities have limited voting rights.

        You will generally have limited voting rights relating only to the modification of the trust preferred securities, the dissolution, winding-up, termination or liquidation of SVB Capital II, and the exercise of SVB Capital II's rights as holder of junior subordinated debentures. You will not be entitled to vote to appoint, remove or replace the property trustee or the Delaware trustee, and such voting rights are vested exclusively in the holder of the common securities except upon the occurrence of certain events described in this prospectus. In no event will you have the right to vote to appoint, remove or replace the administrative trustees as these voting rights are vested exclusively in the holder of the common securities. The property trustee, the administrative trustees and Silicon Valley Bancshares may amend the trust agreement without your consent to ensure that SVB Capital II will be classified for United States federal income tax purposes as a grantor trust or to ensure that SVB Capital II will not be required to register as an "investment company," even if such action adversely affects your interests.

        Your ability to enforce your rights if there is an event of default under the indenture is limited.

        You may not be able to directly enforce your rights against Silicon Valley Bancshares if there is an event of default under the indenture. The occurrence of an event of default under the indenture constitutes an event of default under the trust agreement. If a default were to occur, in some cases, you will have to rely on the enforcement of the property trustee of its rights as holder of the junior subordinated debentures against Silicon Valley Bancshares. The holders of a majority in liquidation amount of the trust preferred securities will have the right to direct the property trustee to enforce its rights. If the property trustee does not enforce its rights following an event of default and a request by a record holder to do so, any record holder may, to the extent permitted by applicable law, take action directly against Silicon Valley Bancshares to enforce the property trustee's rights. If an event of default occurs under the trust agreement that is attributable to Silicon Valley Bancshares' failure to pay interest or principal on the junior subordinated debentures, or if Silicon Valley Bancshares defaults under the guarantee agreement, you may proceed directly against Silicon Valley Bancshares. You will not be able to exercise directly any other remedies available to the junior subordinated debentures unless the property trustee fails to do so.

        A market may not develop for the trust preferred securities.

        Although we have applied to have the trust preferred securities approved for quotation on the Nasdaq National Market, there is no existing market for the trust preferred securities. There can be no assurance that an active and liquid trading market for the trust preferred securities will develop or that quotation of the trust preferred securities will continue to be available on Nasdaq. Although the underwriter has informed SVB Capital II and us that it intends to make a market in the trust preferred securities offered by this prospectus, the underwriter is not obligated to do so and any such market making activity may be terminated at any time without notice to you.

        Future trading prices of the trust preferred securities will depend on many factors including, among other things, prevailing interest rates, our operating results and financial condition, and the market for similar securities. As a result of Silicon Valley Bancshares' right to defer interest payments on or, subject to

21

prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, shorten the stated maturity of the junior subordinated debentures, the market price of the trust preferred securities may be more volatile than the market prices of debt securities that are not subject to such optional deferrals or reduction in maturity.

        We can give no assurance as to the market prices for the trust preferred securities or the junior subordinated debentures that may be distributed in exchange for the trust preferred securities if Silicon Valley Bancshares exercises its right to terminate SVB Capital II. Accordingly, the trust preferred securities that you may purchase, or the junior subordinated debentures that you may receive in liquidation of SVB Capital II, may trade at a discount from the price that you paid to purchase the trust preferred securities offered hereby.

FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have in the past and may in the future make forward-looking statements orally to analysts, investors, the media, and others. Forward-looking statements are statements that are not historical facts. Broadly speaking, forward-looking statements include:

•

projections of future revenues, income, earnings per share, cash flows, balance sheet, capital expenditures, capital structure or other financial items;



•

descriptions of strategic initiatives, plans or objectives for future operations, including pending acquisitions;



•

descriptions of products, services, and industry sectors;



•

forecasts of future economic performance; and



•

descriptions of assumptions underlying or relating to any of the foregoing.

        In this prospectus and the documents incorporated by reference, we make forward-looking statements discussing our expectations about:

•

future changes in our average loan balances and their impact on our net interest margin;



•

future net interest margin;



•

future changes in short-term interest rates and their impact on our earnings;



•

future changes in private label investment product balances due to transferring of private label investment operations from Silicon Valley Bank to its wholly owned broker-dealer subsidiary;



•

future revenues of Alliant Partners;



•

future impairment of goodwill;



•

future investment gains or losses from private equity and venture capital fund investments;



•

future changes in trust preferred securities distributions expense due to changes in hedging interest rates;



•

future changes in equity market prices of client companies and its impact on future warrant income;



•

future market conditions and impairment charges on investments;



•

future credit losses due to nonperformance of other parties;



•

future changes in allowance for loan losses balance;

22

•

future cost of funds savings from raising capital through real estate investment trust;



•

future tax benefits from a real estate investment trust;



•

future common stock repurchases;



•

future funds generated through earnings and related impact on liquidity;



•

future non-performing loans;



•

future Full Time Equivalent Employees;



•

future expansiveness and competitiveness of array of investment products and services;



•

future write-downs of equity investments;



•

future growth of private label investment products and international services;



•

future growth of our client-lending relationships;



•

future tax benefits of our real estate investment trust;



•

future adequacy of our capital leverage ratios; and



•

future deferral of payments of interest on the junior subordinated debentures.

        You can identify these and other forward-looking statements by words such as "becoming," "may," "will," "should," "predicts," "potential," "continue," "anticipates," "believes," "estimates," "seeks," "expects," "plans," "intends," or using the negative of such words, or comparable terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, and we have based these expectations on our beliefs and assumptions, such expectations may prove to be incorrect. Our actual results of operations and financial performance could differ significantly from those expressed in or implied by its forward-looking statements.

        For information about factors that could cause actual results to differ from the expectations stated in the forward-looking statements, see the "Risk Factors" section of this prospectus. We urge investors to consider these factors carefully in evaluating the forward-looking statements contained in this prospectus. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this prospectus are made only as of the date of this prospectus. We do not intend, and undertake no obligation, to update these forward-looking statements.

23

USE OF PROCEEDS

        SVB Capital II will invest all of the proceeds from the sale of trust preferred securities in the junior subordinated debentures. The net proceeds to Silicon Valley Bancshares from the sale of the junior subordinated debentures relating to the trust preferred securities are estimated to be $47.8 million, net of estimated underwriting commissions and other estimated offering expenses. Silicon Valley Bancshares intends to use the net proceeds:

•

to redeem approximately $40.0 million of its existing 8.25% junior subordinated debentures due 2028, which are held by SVB Capital I; and



•

for general corporate purposes, which may include, investments in, or extensions of credit to, its subsidiaries.

        Pending such uses, Silicon Valley Bancshares intends to invest the net proceeds in investment-grade obligations and interest-bearing money market instruments.

REGULATORY CAPITAL RATIOS

        The following table sets forth our consolidated capital ratios at June 30, 2003 and as adjusted to give effect to the issuance of the trust preferred securities by SVB Capital II offered hereby and redemption of the trust preferred securities by SVB Capital I.

	June 30, 2003
	Actual		As Adjusted(1))
Total risk-based capital	14.6	%	14.8	%
Tier 1 risk-based capital	10.1	%	10.3	%
Tier 1 leverage ratio	9.9	%	10.1	%

(1)

Assumes net proceeds are invested in 20% risk-weighted assets.

24

CAPITALIZATION

        The following table sets forth our consolidated long-term debt and capitalization as of June 30, 2003 and as adjusted to give effect to the issuance of the $50.0 million aggregate liquidation amount of trust preferred securities offered by SVB Capital II, net of estimated underwriting commissions and other estimated offering expenses and receipt by us of the proceeds from the corresponding sale of the junior subordinated debentures to SVB Capital II and the redemption of $40.0 million aggregate liquidation amount of trust preferred securities of SVB Capital I. You should read this table in conjunction with our summary of consolidated financial data and audited consolidated financial statements, which are incorporated by reference in this prospectus.

        The number of outstanding shares of common stock listed in the following table excludes 6,585,155 shares issuable upon the exercise of options outstanding on June 30, 2003 with a weighted average exercise price of $22.80 per share and 1,674,914 shares reserved for issuance under our 1997 equity incentive plan.

				As of June 30, 2003
				Actual			As Adjusted(1)
				(unaudited) (in thousands, except par values and share data)
Long-term debt:
	Company obligated mandatorily redeemable trust preferred securities of subsidiary trust holding solely junior subordinated debentures issued in        , 2003 (trust preferred securities)				—		$	50,000
	Other long-term debt			$	163,057		$	163,057
	Total long-term debt			$	163,057		$	213,057
Company obligated mandatorily redeemable trust preferred securities of subsidiary trust holding solely junior subordinated debentures issued in May 1998 (trust preferred securities)					38,718	(2)		—
Minority interest					47,481			47,481
Stockholders' equity:
	Preferred stock, $0.001 par value, 20,000,000 shares authorized; none outstanding				—			—
	Common stock, $0.001 par value, 150,000,000 shares authorized; actual and as adjusted—34,490,249 shares outstanding				34			34
	Additional paid-in capital				1,758			1,758
	Retained earnings				419,999			418,717
	Unearned compensation				(1,839	)		(1,839	)
	Accumulated other comprehensive income:
		Net unrealized gains on available-for-sale investments			12,183			12,183
	Total stockholders' equity				432,135			430,853
			Total capitalization	$	681,391		$	692,673

(1)

The $50.0 million aggregate liquidation amount of trust preferred securities of SVB Capital II is classified as long-term debt in accordance with the provisions of Statement of Financial Accounting Standards No. 150, "Accounting for Certain Instruments with Characteristics of Both Debt and Equity," which is effective for financial instruments entered into after May 31, 2003. The trust preferred securities issued by SVB Capital I are classified between the liabilities and equity sections of our consolidated balance sheet at June 30, 2003. Adoption of SFAS No. 150 will result in a reclassification of these trust preferred securities to the liabilities section of our consolidated balance sheet for periods after June 30, 2003. Other than the impact described above, SFAS No. 150 will not have a material impact on our results of operations or financial condition.

(2)

Net of issuance costs.

25

ACCOUNTING AND REGULATORY TREATMENT

        For financial reporting purposes, we anticipate that SVB Capital II will be treated as a subsidiary of Silicon Valley Bancshares and, accordingly, the accounts of SVB Capital II will be included in our consolidated financial statements. We will present the trust preferred securities as a separate line item in our consolidated balance sheet under the caption "Company Obligated Mandatorily Redeemable Trust Preferred Securities of Subsidiary Trust Holding Solely Junior Subordinated Debentures," as a liability and we will include appropriate disclosures about the trust preferred securities, the guarantee agreement and the junior subordinated debentures in the notes to consolidated financial statements. For financial reporting purposes, we will record distributions payable on the trust preferred securities as an interest expense in the consolidated statements of operations.

        Future reports of Silicon Valley Bancshares filed under the Exchange Act will include a note to the financial statements stating that:

•

SVB Capital II is a wholly-owned subsidiary;



•

the sole assets of SVB Capital II are the junior subordinated debentures (specifying the principal amount, interest rate and maturity date of such junior subordinated debentures); and



•

the back-up obligations, in the aggregate, constitute a full and unconditional guarantee by Silicon Valley Bancshares of the obligations of SVB Capital II under the trust preferred securities.

        SVB Capital II will not provide separate reports under the Exchange Act.

        Silicon Valley Bancshares is required by the Federal Reserve to maintain certain levels of capital for bank regulatory purposes. On October 21, 1996, the Federal Reserve announced that certain qualifying amounts of cumulative preferred securities having the characteristics of the trust preferred securities could be included as Tier 1 Capital for bank holding companies, however, capital received from the sale of such cumulative preferred securities, including the trust preferred securities, cannot constitute, as a whole, more than 25% of the total Tier 1 Capital of Silicon Valley Bancshares. We call this the "25% Capital Limitation." Amounts in excess of the 25% Capital Limitation would constitute Tier 2 or supplementary capital of Silicon Valley Bancshares. We expect that the trust preferred securities will comply with Federal Reserve requirements and will be treated as Tier 1 Capital of Silicon Valley Bancshares for these purposes.

        In January 2003, however, FASB issued FASB Interpretation No. 46, "Consolidation Of Variable Interest Entities," or FIN 46, which applies to certain variable interest entities after January 31, 2003 and to all variable interest entities effective July 1, 2003. FIN 46 specifies circumstances under which variable interest entities should be treated as consolidated subsidiaries and when they should not. Issuer trusts such as our trusts, SVB Capital I and SVB Capital II, may constitute variable interest entities, and may not satisfy the conditions for consolidation. Historically, issuer trusts that issued trust preferred securities have been consolidated by their parent companies and the accounts of such issuer trusts have been included in the consolidated financial statements of such parent companies. Accordingly, we have included our existing trust preferred securities in our consolidated balance sheets under "Company Obligated Mandatorily Redeemable Trust Preferred Securities of Subsidiary Trust Holding Solely Junior Subordinated Debentures," and have included appropriate disclosures about such trust preferred securities and the corresponding guarantees and junior subordinated debentures in the notes to our consolidated financial statements. To the extent that we continue to consolidate our issuer trusts, our future public reports will also include disclosures with respect to SVB Capital I and SVB Capital II, including a statement that the sole asset of each trust is the related junior subordinated debentures, with information provided as to the principal amount, interest rate and maturity date of each instrument. For periods after June 30, 2003, we will disclose the trust preferred securities, both existing and those offered by this prospectus, on our balance sheet in accordance with SFAS No. 150, which is described in "Capitalization." For financial reporting purposes, we have recorded distributions on such trust preferred securities in our consolidated statements of income.

26

        The accounting profession continues to debate these issues as of the date of this prospectus. If, in the future, the accounting profession concludes that issuer trusts are no longer permitted to be consolidated under FIN 46, we would no longer consolidate the issuer trusts in preparing our financial statements in accordance with accounting principles generally accepted in the United States of America, and would make certain adjustments to our financial statements to reflect the deconsolidation. Specifically, we would record our junior subordinated debentures issued to the issuer trusts as liabilities, and would record offsetting assets for the cash and common securities received from such issuer trusts in our consolidated balance sheet. For financial reporting purposes, we would record interest expense on the corresponding junior subordinated debentures in our consolidated statements of income. We do not believe that such adjustments would have a material effect on our financial condition or results of operations as presented in our consolidated financial statements.

        However, such deconsolidation could result in a change to the regulatory capital treatment of trust preferred securities issued by us and other U.S. bank holding companies. Specifically, it is possible that since the issuer trusts would no longer be consolidated by us, the trust preferred securities issued by such issuer trusts would not be considered a minority interest in equity accounts of a consolidated subsidiary and therefore not be accorded Tier 1 capital treatment by the Federal Reserve. Although the Federal Reserve has indicated in Supervision and Regulation Letter No. 03-13 (July 2, 2003) that trust preferred securities will be treated as Tier 1 capital until notice is given to the contrary, the supervisory letter also indicates that the Federal Reserve will review the regulatory implications of any accounting treatment changes and will provide further guidance if necessary or warranted. If Tier 1 capital treatment were disallowed, there would be a reduction in our consolidated capital ratios. However, we believe that even if Tier 1 capital treatment were disallowed, we would remain in compliance with the regulatory capital requirements under existing Federal Reserve guidelines necessary to be considered a well capitalized institution. Trust preferred securities have been treated as eligible for Tier 1 capital treatment by bank holding companies under Federal Reserve rules and regulations relating to minority interests in equity accounts of consolidated subsidiaries. Pending a change in accounting or regulatory treatment, the outstanding trust preferred securities of SVB Capital I and SVB Capital II will be treated as Tier 1 capital by us.

        As of June 30, 2003, approximately $40 million in aggregate liquidation amount of trust preferred securities were outstanding that we treated as Tier 1 capital for regulatory capital purposes. If all of our outstanding trust preferred securities at June 30, 2003 were not treated as Tier 1 capital at that date, Silicon Valley Bancshares' Tier 1 leverage capital ratio would have declined from 9.9% to 8.8%, its Tier 1 risk-based capital ratio would have declined from 10.1% to 9.0%, and its total risk-based capital ratio would have declined from 14.6% to 13.5% as of June 30, 2003. These reduced capital ratios would continue to meet the applicable Federal Reserve capital requirements for a well capitalized institution.

27

MANAGEMENT

        Our directors and executive officers are as follows:

Name	Age	Position
Alex W. Hart	62	Chairman of the Board of Directors
Kenneth P. Wilcox	54	President, Chief Executive Officer and Director
Greg Becker	36	Chief Operating Officer, Commercial Bank
Harry W. Kellogg	59	President, Merchant Banking
James L. Kochman	53	President, Investment Banking
Marc J. Verissimo	47	Chief Strategy and Risk Officer and acting Chief Financial Officer
Derek Witte	46	General Counsel and Corporate Secretary
Gary K. Barr	58	Director
James F. Burns, Jr.	65	Director
Peter D. Goodson	60
G. Felda Hardymon	55	Director
Stephen E. Jackson	57	Director
James R. Porter	67	Director
Michaela K. Rodeno	56	Director

Alex W. Hart was named our Chairman of the Board in April 2003, and has been a member of our board of directors since 2001. He has been an independent consultant to the financial services industry since November 1997. From August 1995 to November 1997, he was the Chief Executive Officer of Advanta Corporation, a diversified financial services company located in Spring House, Pennsylvania. He was also the Executive Vice Chairman of Advanta Corporation from March 1994 to August 1996. He is currently a director of Fair Isaac Corporation, a predictive software company located in San Rafael, California, Sanchez Computer Associates, a banking software company located in Malvern, Pennsylvania, Global Payments, Inc., a payment services company located in Atlanta, Georgia, and Actrade Financial Technologies, a trade finance company located in Somerset, New Jersey.

Kenneth P. Wilcox joined Silicon Valley Bank in April 1990 as Regional Vice President of Silicon Valley Bank's East Coast Technology Group. Prior to becoming Executive Vice President and Manager of the East Coast Technology Group in November 1995, Mr. Wilcox held increasingly responsible positions with Silicon Valley Bank, having served as Manager of the East Coast Technology Group since June 1993. Mr. Wilcox was appointed Chief Banking Officer in December 1997. Mr. Wilcox was named President and Chief Operating Officer of Silicon Valley Bank in May 1999 and was appointed Chief Executive Officer of Silicon Valley Bank in January 2000. In April 2001, Mr. Wilcox was named our President and Chief Executive Officer. Mr. Wilcox has been a member of our board of directors since 2000.

        Greg Becker joined Silicon Valley Bank in 1993 as a Vice President of the Northern California Technology Division. In May 1995, he joined the National Division to develop client relationships in Colorado and in May 1996, he was appointed Senior Vice President and Manager of the Colorado Office. From February 1999 to January 2001, Mr. Becker served as the Division Manager of Silicon Valley Bank's Venture Capital Group. In January 2002, Mr. Becker was named Head, Commercial Banking of the Bank. Mr. Becker was named the Chief Operating Officer of the Bank in September 2003.

Harry W. Kellogg joined Silicon Valley Bank in October 1986 as Senior Vice President of Silicon Valley Bank's Technology Division. Mr. Kellogg served as our Chief Marketing Officer from September 1993 to April 1994 (when he left for ten months, during which time, he served as Executive Vice President for the Emerging Growth Industries Division of Cupertino Bank). Mr. Kellogg returned to Silicon Valley Bank in February 1995 as Chief Marketing Officer. From December 1997 to November 1998, he served as the Manager of the Silicon Valley Bank's Products and Services Group. Mr. Kellogg then held the position of

28

Manager of the Silicon Valley Bank's Strategic Initiatives Group from November 1998 to January 2002. Since January 2002, Mr. Kellogg has been serving as President of our Merchant Bank. In addition to his role as the President of our Merchant Bank, Mr. Kellogg also served as the interim President of our Private Bank from July 2002 until his successor was appointed in January 2003. He was appointed Vice Chairman of the board of Silicon Valley Bank in May 1999.

James L. Kochman joined our company's mergers & acquisition advisory subsidiary (the "M&A Company") as Managing Director in September 2001 as part of the M&A Company's acquisition of Alliant Partners. He is also a member of the M&A Company's board of directors. In January 2002, Mr. Kochman was named President, Investment Banking. Prior to joining the M&A Company, Mr. Kochman was one of the founding partners of Alliant Partners, a mergers & acquisition advisory firm in Palo Alto, California where he served as Managing General Partner from April 1991 until the sale to the M&A Company. Prior to the formation of Alliant Partners, Mr. Kochman served as President and Chief Executive Officer at S-TRON, a defense electronics company in Mountain View, California from 1987 to 1990. Mr. Kochman also spent six years with FMC Corporation, a diversified holding company where he held a variety of Corporate Staff positions, including Director of Manufacturing and Director of Technology/Business Development.

        Marc J. Verissimo joined Silicon Valley Bank in May 1993 as Team Leader in the Northern California Technology Division. Mr. Verissimo was named Manager of the Silicon Valley Lending Division in September 1993. Mr. Verissimo served as Manager of Silicon Valley Bank's Corporate Finance Group from January 2000 to November 2000. From November 2000 to January 2002, Mr. Verissimo served as Manager of the Risk Management Group. Mr. Verissimo was named Chief Strategy Officer in January 2002, and Chief Strategy and Risk Officer in January 2003. Mr. Verissimo became the acting Chief Financial Officer on October 17, 2003.

Derek Witte joined us as General Counsel in 2003. Mr. Witte came to us with over 20 years of general counsel and operational experience in Silicon Valley. Prior to joining us, Mr. Witte served as the Vice President and General Counsel for Tellme Networks, Inc., a voice recognition start-up company from 2001 to 2002. From 1990 to 2001, Mr. Witte served as Vice President and General Counsel, and eventually Senior Vice President of Worldwide Operations responsible for information technology, manufacturing, facilities and purchasing groups for Symantec Corporation.

Gary K. Barr has been a member of our board of directors since 1982. He has been the Chief Executive Officer of Go!Networks, Inc., a technical support company located in Carbondale, Colorado, since October 2001. Prior to joining Go!Networks, Mr. Barr was the Chief Executive Officer of Pacific Coast Capital, a real estate investment and management company located in Carbondale, Colorado, from August 1992 to December 2000. From February 1999 to June 2001, he was the Chief Executive Officer of Sports Participant Network, an internet services company.

James F. Burns, Jr. has been a member of our board of directors since 1994. He has been the Trustee of CBR Liquidating Trust since October 1996, and formerly was the Executive Vice President and Chief Financial Officer of CBR Information Group, a credit and mortgage reporting company located in Houston, Texas, from September 1993 to October 1996. From 1997 to 2002, Mr. Burns was a member of the board of directors and the Founder of Bank First, a New Mexico chartered bank located in Albuquerque, New Mexico. He was the Executive Vice President and Chief Financial Officer of Integratec, Inc., a company providing credit origination, servicing and collection services, and the parent company of CBR Information Group prior to the spin-off of the latter in 1993, from 1988 to 1993.

        Peter D. Goodson has been a member of our Board since October 16, 2003. Mr. Goodson is a retired partner with the private equity firm of Clayton, Dubilier & Rice. Prior to that, Mr. Goodson was a Managing Director at Kidder, Peabody & Company, where he founded the Mergers and Acquisitions Group. Mr. Goodson is an adjunct professor of Finance at UC Berkeley's Haas Business School, having

29

also taught at Columbia University and New York University. Mr. Goodson is a graduate of Stanford University and has completed the Harvard Business School program for Financial Executives.

G. Felda Hardymon has been a member of our board of directors since 2001. He has been the General Partner of Bessemer Venture Partners, a venture capital firm located in Wellesley Hills, Massachusetts since May 1981. Since July 1998, Mr. Hardymon has been a Professor of Management Practice at Harvard Business School located in Boston, Massachusetts.

Stephen E. Jackson has been a member of our board of directors since 1998. He has been the President and Chief Executive Officer of American Central Gas Companies, Inc., a gas pipeline company located in Tulsa, Oklahoma, since April 1996. He has been the Founder, President and Chief Executive Officer of American Land Development Company, a developer of residential homesites located in Tulsa, Oklahoma, since 1988. Since July 2000, he has been the President of eLynx Technologies, Inc., a company that provides real time data collection, production reporting, trending, monitoring and control via the internet for the oil and gas industry.

James R. Porter has been a member of our board of directors since 1994. He has been the Chairman of Firstwave Technologies, a software company located in Atlanta, Georgia since April 1999. From February 1997 to May 1999, he was the Chairman of CCI/Triad, a computer services company located in Austin, Texas. Since February 1985, Mr. Porter has been a member of the board of directors of CCI/Triad, which is located in Austin, Texas. He was the President, Chief Executive Officer and Director of Triad Systems Corporation, a computer software company located in Livermore, California, from September 1985 to February 1997. Mr. Porter is currently a director of Firstwave Technologies located in Atlanta, Georgia, and Cardone Industries, a manufacturing company located in Philadelphia, Pennsylvania. He has been a Member of the Board of Regents of Pepperdine University since 1993 and a Member of the Advisory Board of American Central Gas Technologies, Tulsa, Oklahoma since 2001.

        Michaela K. Rodeno has been a member of our board of directors since 2001. Since November 1988, she has been the Chief Executive Officer of Skalli Corporation, doing business as St. Supery Vineyards and Winery, which is located in Rutherford, California.

30

DESCRIPTION OF THE TRUST PREFERRED SECURITIES

        SVB Capital II will issue the trust preferred securities and the common securities pursuant to the terms of the amended and restated trust agreement dated as of                        , 2003. The trust agreement will be qualified as an indenture under the Trust Indenture Act of 1939. Initially, Wilmington Trust Company will be the Delaware trustee and the property trustee. The property trustee is the independent trustee whose sole responsibility is to fulfill the obligations specified in the Trust Indenture Act. The terms of the trust preferred securities will include those stated in the trust agreement and those made part of the trust agreement by the Trust Indenture Act.

        Because this is a summary of the terms and provisions of the trust preferred securities and the trust agreement, it may not contain all of the information that may be important to you. You should read the entire trust agreement, including the definitions in that agreement, and the Trust Indenture Act. Silicon Valley Bancshares and SVB Capital II filed the form of the trust agreement as an exhibit to the registration statement of which this prospectus forms a part.

General

        Pursuant to the terms of the trust agreement, the administrative trustees on behalf of SVB Capital II will issue the trust preferred securities and the common securities. In this prospectus, we refer to the trust preferred securities and the common securities collectively as "trust securities." The trust preferred securities will represent preferred undivided beneficial interests in the assets of SVB Capital II. The trust preferred securities will be entitled to a preference over the common securities in certain circumstances with respect to distributions and amounts payable on redemption or liquidation, as well as other benefits as described in the trust agreement. Silicon Valley Bancshares will hold all of the common securities of SVB Capital II. The only assets of SVB Capital II will be the junior subordinated debentures issued by Silicon Valley Bancshares, and the sole revenues of SVB Capital II will be payments by Silicon Valley Bancshares under the junior subordinated debentures and the expense agreement.

        The trust preferred securities will rank on parity with, and payments will be made on the trust preferred securities pro rata with, the common securities of SVB Capital II except as described under "—Subordination of Common Securities to the Trust Preferred Securities" below. The property trustee will hold legal title to the junior subordinated debentures in trust for the benefit of the holders of the trust securities. The guarantee agreement executed by Silicon Valley Bancshares for the benefit of the holders of the trust preferred securities will be a guarantee only on a subordinated basis. The guarantee agreement will not guarantee payment of distributions or amounts payable on redemption of the trust preferred securities or on liquidation of the trust preferred securities if SVB Capital II does not have funds on hand available to make such payments. See "Description of Guarantee Agreement."

Distributions

        Distributions on the trust preferred securities will be payable at the annual rate of    % of the stated liquidation amount of $25, payable quarterly in arrears on the    th day of            ,            ,             and            in each year, commencing on                        , 2004 to the holders of trust preferred securities on the relevant record dates. We refer to each date on which distributions are payable in accordance with the preceding sentence as a distribution date. The amount of each distribution on the trust preferred securities will include amounts accrued through the date the distribution payment is due. Distributions on the trust preferred securities will be payable to the holders of the trust preferred securities as they appear on the register of SVB Capital II on the relevant record date, which will be the date 15 days prior to the relevant distribution date. Distributions will accumulate from the date of original issuance of the trust preferred securities.

        The amount of distributions payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. If any date on which distributions are payable on the trust preferred securities is not

31

a business day, payment of the distribution payable on such date will be made on the next business day without any interest or other payment in respect to any such delay, with the same force and effect as if made on the date such payment was originally payable. As used in this prospectus, a "business day" means any day other than a Saturday or a Sunday, or a day on which banking institutions in the State of California are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the property trustee or the indenture trustee is closed for business.

        The funds of SVB Capital II available for distribution to you will be limited to payments by Silicon Valley Bancshares under the junior subordinated debentures in which SVB Capital II will invest the proceeds from the issuance and sale of its trust preferred securities. See "Description of Junior Subordinated Debentures." If Silicon Valley Bancshares does not make interest payments on the junior subordinated debentures, the property trustee will not have funds available to pay distributions on the trust preferred securities. The payment of distributions, if and to the extent SVB Capital II has funds legally available for the payment of such distributions and cash sufficient to make such payments, is guaranteed by Silicon Valley Bancshares. See "Description of Guarantee Agreement."

Distribution Extension Periods

        So long as no event of default with respect to the junior subordinated debentures has occurred and is continuing, the indenture permits Silicon Valley Bancshares to defer the payment of interest on the junior subordinated debentures at any time or from time to time for a period not exceeding 20 consecutive quarters with respect to each such period. No extension period may extend beyond the stated maturity of the junior subordinated debentures. As a consequence of any such election, SVB Capital II will defer quarterly distributions, and distributions will not be payable, on the trust preferred securities during any such extension period. Distributions to which you are entitled will accumulate additional amounts thereon at the rate per annum of    % thereof, compounded quarterly from the relevant distribution date, to the extent permitted under applicable law. The term "distributions" as used in this prospectus includes any such additional accumulated amounts. During any extension period, Silicon Valley Bancshares may not and shall not allow any of its subsidiaries to:

•

declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Silicon Valley Bancshares' capital stock, which includes common and preferred stock;



•

make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of Silicon Valley Bancshares, including other junior subordinated debentures issued under the indenture, that rank on parity with or junior in interest to the junior subordinated debentures;



•

make any guarantee payments with respect to any guarantee by Silicon Valley Bancshares of the debt securities of any subsidiary of Silicon Valley Bancshares if such guarantee ranks on parity with or junior in interest to the junior subordinated debentures; or



•

redeem, purchase or acquire less than all of the junior subordinated debentures or any of the trust preferred securities.

        The prohibitions in the first three bullet points above do not apply to:

•

dividends or distributions in capital stock of Silicon Valley Bancshares, which includes common and preferred stock;



•

any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant to such plan;



•

payments under the guarantee agreement; and

32

•

purchases of common stock related to the issuance of common stock or rights under any of Silicon Valley Bancshares' benefit plans for its directors, officers, employees or consultants.

        Prior to the termination of any extension period, Silicon Valley Bancshares may further extend the extension period, so long as the extension does not cause such extension period to exceed 20 consecutive quarters or extend beyond the stated maturity. If any extension period terminates and Silicon Valley Bancshares pays all amounts then due, subject to the foregoing limitations, Silicon Valley Bancshares may elect to begin a new extension period. Except as described in this paragraph, there is no limitation on the number of times that Silicon Valley Bancshares may elect to begin an extension period.

        Silicon Valley Bancshares has no current intention of exercising its right to defer payments of interest by extending the interest payment period on the junior subordinated debentures.

Redemption

        Upon the repayment or redemption at any time, in whole or in part, of any junior subordinated debentures, the property trustee is required to use the proceeds from the repayment or redemption to redeem a like amount of the trust securities, upon not less than 30 nor more than 60 days' notice of a date of redemption, at the redemption price defined below. See "Description of Junior Subordinated Debentures—Redemption." If less than all of the junior subordinated debentures are to be repaid or redeemed on a redemption date, then the property trustee will allocate the proceeds from the repayment or redemption to the trust securities on a pro rata basis, by such method as the property trustee deems fair and appropriate, and based on liquidation amounts among the trust securities.

        The "liquidation amount" is equal to the stated amount of $25 per trust security. The "redemption price" with respect to any trust security is an amount equal to the liquidation amount of such trust security, plus accumulated and unpaid distributions on the trust security to the redemption date.

        Subject to Federal Reserve approval, if then required under applicable capital guidelines or policy of the Federal Reserve, Silicon Valley Bancshares may redeem the junior subordinated debentures:

•

at any time on or after                        , 2008, in whole or in part, at a redemption price equal to the accrued and unpaid interest on the junior subordinated debentures being redeemed to the date fixed for redemption, plus 100% of the principal amount of the junior subordinated debentures; or



•

at any time, whether occurring before, on or after                        , 2008, in whole, but not in part, within 90 days following the occurrence of a tax event, an investment company event or a capital treatment event, each as defined below, at a redemption price equal to the accrued and unpaid interest on the junior subordinated debentures so redeemed to the date fixed for redemption, plus 100% of the principal amount of the junior debentures.

See "Description of Junior Subordinated Debentures—Redemption."

        If a tax event occurs and Silicon Valley Bancshares does not elect to redeem the junior subordinated debentures and thereby cause a mandatory redemption of the trust securities or to liquidate SVB Capital II and cause the junior subordinated debentures to be distributed to you in liquidation of SVB Capital II, the trust securities will remain outstanding and additional sums, as described below, may be payable on the junior subordinated debentures.

        For purposes of this prospectus, the term "additional sums" means the additional amounts required to be paid by Silicon Valley Bancshares on the junior subordinated debentures in order that the amount of distributions then due and payable by SVB Capital II on the outstanding trust securities of SVB Capital II are not reduced as a result of any additional taxes, duties and other governmental charges to which SVB Capital II has become subject as a result of a tax event.

33

        For purposes of this prospectus, a "tax event" means the receipt by Silicon Valley Bancshares and SVB Capital II of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to, or change, including any announced prospective change, in, the laws or any regulations under such laws of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such prospective change, pronouncement or decision is announced on or after the original issuance of the trust preferred securities, there is more than an insubstantial risk that:

•

SVB Capital II is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to income received or accrued on the junior subordinated debentures;



•

interest payable by Silicon Valley Bancshares on the junior subordinated debentures is not, or within 90 days of such opinion will not be, deductible by Silicon Valley Bancshares, in whole or in part, for United States federal income tax purposes; or



•

SVB Capital II is, or will be within 90 days of the date of the opinion, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

        For purposes of this prospectus, an "investment company event" means the receipt by Silicon Valley Bancshares and SVB Capital II of an opinion of counsel experienced in such matters to the effect that, as a result of any change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that SVB Capital II is or will be considered an "investment company" that is required to be registered under the Investment Company Act of 1940, as amended, which change becomes effective on or after the original issuance of the trust preferred securities.

        For purposes of this prospectus, a "capital treatment event" means the reasonable determination by Silicon Valley Bancshares that, as a result of any amendment to, or change, including any prospective change, in, the laws or any regulations thereunder of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such prospective change, pronouncement or decision is announced on or after the date of original issuance of the trust preferred securities, there is more than an insubstantial risk that Silicon Valley Bancshares will not be entitled to treat the trust preferred securities, or any substantial portion thereof, as "Tier 1 Capital" or the then equivalent thereof for purposes of the capital adequacy guidelines of the Federal Reserve, as then in effect and applicable to Silicon Valley Bancshares. For a discussion of recent accounting changes, see the section entitled "Accounting and Regulatory Treatment" above.

Redemption Procedures

        SVB Capital II will redeem the trust preferred securities on each redemption date at the redemption price and will use the applicable proceeds from the contemporaneous redemption of the junior subordinated debentures for such redemption. SVB Capital II will redeem the trust preferred securities and the redemption price will be payable on each redemption date only to the extent that SVB Capital II has funds on hand available for the payment of the redemption price. See "—Subordination of Common Securities to the Trust Preferred Securities" and "Description of Guarantee Agreement."

        If the property trustee gives a notice of redemption of the trust preferred securities, then, by 12:00 noon, Eastern time on the redemption date, to the extent funds are available, with respect to trust preferred securities held in book-entry form, the property trustee will irrevocably deposit with the depositary funds sufficient to pay the aggregate redemption price and will give the depositary irrevocable instructions and authority to pay the redemption price to you. See "Book-Entry Issuance." If the trust

34

preferred securities are no longer in book-entry form, the property trustee, to the extent funds are available, will irrevocably deposit with the paying agent for the trust preferred securities funds sufficient to pay the aggregate redemption price and will give such paying agent irrevocable instructions and authority to pay the redemption price to you upon surrender of your certificates evidencing your trust preferred securities. Notwithstanding the above, distributions payable on or prior to the redemption date for any trust preferred securities called for redemption will be payable to the holders of the trust preferred securities on the relevant record dates on the applicable distribution dates.

        If SVB Capital II gives a notice of redemption and the property trustee deposits its funds as required, then upon the date of such deposit, all your rights as a holder of trust preferred securities called for redemption will cease, except your right to receive the applicable redemption price and any distribution payable on or prior to the redemption date, but without interest, on such redemption date, and such trust preferred securities will cease to be outstanding. If any date fixed for redemption of such trust preferred securities is not a business day, then payment of the redemption price payable on such date will be made on the next succeeding business day, without any interest or other payment in respect of any such delay. If trust preferred securities are called for redemption and payment of the redemption price is improperly withheld or refused and not paid either by SVB Capital II or by Silicon Valley Bancshares under the guarantee agreement, distributions on the trust preferred securities will continue to accrue at the then applicable rate, from the redemption date originally established by SVB Capital II for such trust preferred securities to the date such redemption price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the redemption price. See "Description of Guarantee Agreement."

        If less than all of the trust securities issued by SVB Capital II are to be redeemed on a redemption date, then the aggregate redemption price for the trust securities being redeemed will be allocated pro rata to the trust preferred securities and common securities based upon the relative liquidation amounts of each class. The property trustee will select the particular trust preferred securities to be redeemed on a pro rata basis, based upon liquidation amounts, not more than 60 days prior to the redemption date from the outstanding trust preferred securities not previously called for redemption, by the method as the property trustee deems fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple thereof) of the liquidation amount of trust preferred securities. The property trustee will promptly notify the security registrar in writing of the trust preferred securities selected for redemption and, in the case of any trust preferred securities selected for partial redemption, the liquidation amount of trust preferred securities to be redeemed. For all purposes of the trust agreement, unless the context otherwise requires, all provisions relating to the redemption of trust preferred securities will relate to the portion of the aggregate liquidation amount of trust preferred securities which has been or is to be redeemed.

        Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of trust securities at such holder's registered address.

        Subject to applicable law, including, without limitation, United States federal securities law, and provided Silicon Valley Bancshares is not then deferring interest payments on the junior subordinated debentures, we, except for SVB Capital II, may at any time and from time to time purchase outstanding trust preferred securities by tender, in the open market or by private agreement.

Distribution of Junior Subordinated Debentures

        If Silicon Valley Bancshares receives prior approval of the Federal Reserve to the extent approval is required under applicable capital guidelines or policies of the Federal Reserve, Silicon Valley Bancshares may dissolve SVB Capital II and, after satisfaction of the liabilities of creditors of SVB Capital II as provided by applicable law, cause a like amount of the junior subordinated debentures to be distributed to

35

you in liquidation of SVB Capital II. After the liquidation date fixed for any such distribution of junior subordinated debentures for trust preferred securities:

•

the trust preferred securities will no longer be deemed to be outstanding;



•

certificates representing a like amount of junior subordinated debentures will be issued to holders of trust securities certificates upon surrender of such certificates to the administrative trustees or their agent for exchange;



•

Silicon Valley Bancshares will use its best efforts to have the junior subordinated debentures approved for quotation on the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the trust preferred securities are then listed;



•

any trust preferred securities certificates not so surrendered for exchange will be deemed to represent a like amount of junior subordinated debentures, accruing interest at the rate provided for in the junior subordinated debentures from the last distribution date on which a distribution was made on the trust securities certificates until the trust preferred securities certificates are surrendered, and until the trust preferred securities certificates are surrendered, no payments of interest or principal will be made to holders of junior subordinated debentures represented by the trust preferred securities certificates; and



•

all rights of securityholders holding trust securities will cease, except the right of those securityholders to receive a like amount of junior subordinated debentures upon surrender of trust securities certificates.

        For purposes of this prospectus, the term "like amount" means:

•

with respect to a redemption of trust securities, trust securities having a liquidation amount equal to that portion of the principal amount of junior subordinated debentures to be contemporaneously redeemed in accordance with the indenture, allocated to the common securities and to the trust preferred securities based upon the relative liquidation amounts of the classes, and the proceeds of which will be used to pay the redemption price on the trust securities; and



•

with respect to a distribution of junior subordinated debentures to holders of trust securities in connection with a dissolution or liquidation of SVB Capital II, junior subordinated debentures having a principal amount equal to the liquidation amount of the trust securities of the holder to whom such junior subordinated debentures are distributed.

Subordination of Common Securities to the Trust Preferred Securities

        Except as described below, payment of distributions on, and the redemption price of, the trust preferred securities and common securities, as applicable, will be made pro rata based on the liquidation amounts of the trust preferred securities and common securities.

        If on any distribution date or redemption date an event of default with respect to the junior subordinated debentures has occurred and is continuing:

•

SVB Capital II may not make any payment of any distribution, including additional amounts, if applicable, on, or applicable redemption price on, any of the common securities; and



•

SVB Capital II may not make any other payment on account of the redemption, liquidation or other acquisition of the common securities;

unless payment in full in cash of all accumulated and unpaid distributions, including additional amounts, if applicable, on all of the outstanding trust preferred securities for all distribution periods terminating on or prior thereto, or in the case of payment of the applicable redemption price, the full amount of such redemption price on all of the outstanding trust preferred securities then called for redemption, has been

36

made or provided for. All funds available to the property trustee will first be applied to the payment in full in cash of all distributions on, or redemption price of, the trust preferred securities then due and payable, including additional amounts, if applicable.

        If any event of default occurs under the trust agreement resulting from an event of default with respect to the junior subordinated debentures, Silicon Valley Bancshares as holder of the common securities will be deemed to have waived any right to act with respect to any such event of default under the trust agreement until the effect of all such events of default with respect to the trust preferred securities have been cured, waived or otherwise eliminated. Until any such event of default has been so cured, waived or otherwise eliminated, the property trustee will act solely on behalf of the holders of the trust preferred securities and not on behalf of Silicon Valley Bancshares as holder of the common securities, and only the holders of the trust preferred securities will have the right to direct the property trustee to act on their behalf.

Liquidation Distribution Upon Dissolution

        Silicon Valley Bancshares will have the right at any time to dissolve SVB Capital II and cause the junior subordinated debentures to be distributed to you. This right is subject to Silicon Valley Bancshares having received prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve. See "—Distribution of Junior Subordinated Debentures." Silicon Valley Bancshares may exercise its right to dissolve SVB Capital II under circumstances where a tax event, a capital treatment event, an investment company event or other undesirable event could be avoided simply by dissolving SVB Capital II and causing the junior subordinated debentures to be distributed to you.

        Under the trust agreement, SVB Capital II will automatically dissolve upon expiration of its term and will earlier dissolve on the first to occur of:

•

certain events of bankruptcy, dissolution or liquidation of Silicon Valley Bancshares;



•

Silicon Valley Bancshares, as depositor, has delivered written direction to the property trustee to dissolve SVB Capital II, which direction is optional and, except as described above, wholly within the discretion of Silicon Valley Bancshares, as depositor;



•

the redemption of all of the trust preferred securities as described under "—Redemption;" and



•

the entry of an order for the dissolution of SVB Capital II by a court of competent jurisdiction.

        If an early dissolution occurs as described in the first, second or fourth bullet point above or upon the expiration of the trust, the trustees will liquidate SVB Capital II as quickly as they determine possible by distributing, after satisfaction of liabilities to creditors of SVB Capital II as provided by applicable law, to the holders of such trust securities a like amount of the junior subordinated debentures. If the property trustee determines that so distributing a like amount of junior subordinated debentures is not practical, SVB Capital II will be liquidated, wound-up and terminated by the property trustee in the manner it determines. In that case, such holders will then be entitled to receive out of the assets of SVB Capital II available for distribution to holders, after satisfaction of liabilities to creditors of SVB Capital II as provided by applicable law, an amount equal to the aggregate of the liquidation amount plus accrued and unpaid distributions thereon to the date of payment. In this prospectus, we refer to such amount as the liquidation distribution.

        If the liquidation distribution can be paid only in part because SVB Capital II has insufficient assets available to pay in full the aggregate liquidation distribution, then the amounts payable directly by SVB Capital II on the trust preferred securities will be paid on a pro rata basis, based upon liquidation amounts. The holder(s) of the common securities will be entitled to receive liquidation distributions upon any such liquidation pro rata with the holders of the trust preferred securities, except that if an event of default with

37

respect to the junior subordinated debentures has occurred and is continuing, the trust preferred securities will have a priority over the common securities.

        Under current United States federal income tax law and interpretations and assuming, as set forth in an opinion of counsel to Silicon Valley Bancshares, SVB Capital II is treated as a grantor trust, a distribution of the junior subordinated debentures should not be a taxable event to you. If there were a change in law, a change in legal interpretation, a tax event or other circumstances, however, the distribution could be a taxable event to SVB Capital II and to you. See "Certain Federal Income Tax Consequences."

        If Silicon Valley Bancshares elects to dissolve SVB Capital II and thereby causes the junior subordinated debentures to be distributed to holders of the trust preferred securities in liquidation of SVB Capital II, Silicon Valley Bancshares will continue to have the right to shorten the maturity of such junior subordinated debentures, subject to certain conditions. See "Description of Junior Subordinated Debentures—General."

Events of Default; Notice

        Any one of the following events that has occurred and is continuing constitutes an event of default under the trust agreement with respect to the trust preferred securities, whatever the reason for such event of default and whether it is voluntary or involuntary or arises by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

•

the occurrence of an event of default with respect to the junior subordinated debentures; or



•

default by SVB Capital II in the payment of any distribution when it becomes due and payable, and continuation of such default for a period of 30 days, unless the failure to make such payment is the result of an extension period; or



•

default by SVB Capital II in the payment of any redemption price of any trust security when it becomes due and payable; or



•

default in the performance or breach, in any material respect, of any covenant or warranty of the property trustee in the trust agreement, other than a default or breach in the performance of a covenant or warranty which is addressed in the second or third bullet points above, and continuation of the default or breach for a period of 60 days after notice is given in accordance with the trust agreement; or



•

the occurrence of certain events of bankruptcy or insolvency with respect to the property trustee and the failure by Silicon Valley Bancshares to appoint a successor property trustee within 60 days of the occurrence of the event.

        Within five business days after the occurrence of any event of default under the trust agreement actually known to the property trustee, the property trustee is required to transmit notice of the event of default to the holders of the trust securities, the administrative trustees and Silicon Valley Bancshares, as depositor, unless such event of default has been cured or waived. The existence of an event of default under the trust agreement does not entitle the holders of the trust preferred securities to accelerate the maturity of those securities. However, in the case of an event of default with respect to the junior subordinated debentures, the property trustee and the holders of the trust preferred securities will have the right to accelerate the maturity of the junior subordinated debentures as described below. Silicon Valley Bancshares, as depositor, and the administrative trustees are required to file annually with the property trustee a certificate as to whether or not they are in compliance with all the conditions and covenants applicable to them under the trust agreement.

38

        If an event of default with respect to the junior subordinated debentures has occurred and is continuing, the trust preferred securities will have a preference over the common securities upon termination of SVB Capital II as described above. See "—Liquidation Distribution Upon Dissolution." Upon an event of default with respect to the junior subordinated debentures, other than with respect to certain events in bankruptcy, insolvency or reorganization, unless the principal of all the junior subordinated debentures has already become due and payable, either the indenture trustee or the holders of not less than 25% in aggregate principal amount of the junior subordinated debentures then outstanding may declare all of the junior subordinated debentures to be due and payable immediately by giving notice in writing to Silicon Valley Bancshares, and to the indenture trustee if notice is given by holders of the junior subordinated debentures. If the indenture trustee or the holders of not less than 25% in principal amount of the outstanding junior subordinated debentures fail to declare the principal of all of the junior subordinated debentures due and payable upon an event of default with respect to the junior subordinated debentures, the holders of at least 25% in liquidation amount of the trust preferred securities then outstanding will have the right to declare the junior subordinated debentures immediately due and payable. In either event, payment of principal and interest on the junior subordinated debentures remain subordinated to the extent provided in the indenture. In addition, you have the right in certain circumstances to bring a direct action against Silicon Valley Bancshares. See "Description of Junior Subordinated Debentures—Enforcement of Certain Rights by Holders of Trust Preferred Securities."

        If an event of default with respect to the junior subordinated debentures with respect to certain events in bankruptcy, insolvency or reorganization occurs, the junior subordinated debentures will automatically, and without any declaration or other action on the part of the indenture trustee or the holders of the junior subordinated debentures, become immediately due and payable. In such event, payment of principal and interest on the junior subordinated debentures will also remain subordinated to the extent provided in the indenture.

Removal of Trustees

        Unless an event of default with respect to the junior subordinated debentures has occurred and is continuing, any of the property trustee, the Delaware trustee or the administrative trustees may be removed at any time by the holder of the common securities. For example, the holder of the common securities may seek to remove such trustees upon a substandard performance or non-performance of their duties or upon a significant increase in a trustee's fee. If an event of default with respect to the junior subordinated debentures has occurred and is continuing, the property trustee or the Delaware trustee or both of them may be removed by the holders of a majority in liquidation amount of the outstanding trust preferred securities. In no event will the holders of the trust preferred securities have the right to vote to appoint, remove or replace the administrative trustees, which voting rights are vested exclusively in Silicon Valley Bancshares as the holder of the common securities. No resignation or removal of a trustee and no appointment of a successor trustee will be effective until the acceptance of appointment by the successor trustee in accordance with the provisions of the trust agreement.

Co-Trustees and Separate Property Trustee

        Unless an event of default under the trust agreement has occurred and is continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of trust property may at the time be located, Silicon Valley Bancshares, as the holder of the common securities, and the administrative trustees by agreed action of the majority of such trustees may appoint one or more persons either to act as a co-trustee, jointly with the property trustee, of all or any part of such trust property, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such person or persons in such capacity any property, title, right or power deemed necessary or desirable, subject to the provisions of the trust agreement. If Silicon Valley Bancshares does not join in such appointment with the majority of the

39

administrative trustees within 15 days of the receipt by it of a request from such trustees to do so, or in case an event of default with respect to the junior subordinated debentures has occurred and is continuing, the property trustee alone will have power to make such appointment.

Merger or Consolidation of Trustees

        Any person into which the property trustee, the Delaware trustee or any administrative trustee that is not a natural person may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such trustee is a party, or any corporation succeeding to all or substantially all the corporate trust business of such trustee, will be the successor of such trustee under the trust agreement, so long as such corporation shall be otherwise qualified and eligible.

Mergers, Consolidations, Amalgamations or Replacements of SVB Capital II

        SVB Capital II may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other person, except as described below. SVB Capital II may, at the request of Silicon Valley Bancshares, with the consent of the administrative trustees and without the consent of the holders of the trust preferred securities, the property trustee or the Delaware trustee merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state if:

•

such successor entity either (a) expressly assumes all of the obligations of SVB Capital II with respect to the trust preferred securities or (b) substitutes for the trust preferred securities other securities having substantially the same terms as the trust preferred securities so long as such successor securities rank the same as the trust preferred securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise;



•

Silicon Valley Bancshares expressly appoints a trustee of such successor entity possessing the same powers and duties as the property trustee as the holder of the junior subordinated debentures;



•

the successor securities are listed or traded, or any successor securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the trust preferred securities are then listed or traded, if any;



•

such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the trust preferred securities, including any successor securities, to be downgraded by any nationally recognized statistical rating organization which gives ratings to the trust preferred securities;



•

such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the trust preferred securities, including any successor securities, in any material respect;



•

such successor entity has a purpose substantially identical to that of SVB Capital II;



•

prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, Silicon Valley Bancshares has received an opinion from counsel to SVB Capital II to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the trust preferred securities, including any successor securities, in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither SVB Capital II nor such successor entity will be required to register as an "investment company" under the Investment Company Act; and

40

•

Silicon Valley Bancshares owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the successor securities at least to the extent provided by the guarantee agreement.

        Notwithstanding the foregoing, SVB Capital II shall not, except with the consent of holders of 100% in liquidation amount of the trust preferred securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause SVB Capital II or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Voting Rights; Amendment of the Trust Agreement

        Except as provided below and under "Description of Guarantee Agreement—Amendments and Assignment" and as otherwise required by law and the trust agreement, you will have no voting rights.

        The trust agreement may be amended from time to time by Silicon Valley Bancshares, the property trustee and the administrative trustees, without the consent of the holders of the trust securities,

•

to cure any ambiguity, correct or supplement any provision in the trust agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under the trust agreement, which shall not be inconsistent with the other provisions of the trust agreement; or



•

to modify, eliminate or add to any provisions of the trust agreement to such extent as is necessary to ensure that SVB Capital II will be classified for United States federal income tax purposes as a grantor trust at all times that any trust securities are outstanding or to ensure that SVB Capital II will not be required to register as an "investment company" under the Investment Company Act.

However, that in the case of the first bullet point above, the amendment may not adversely affect in any material respect the interests of any holder of trust securities. Any amendments of the trust agreement will become effective when notice is given to you of the amendment.

        Except as described below, the trust agreement may be amended by the administrative trustees and the property trustee with:

•

the consent of holders representing not less than a majority of the aggregate liquidation amount of the outstanding trust securities; and



•

receipt by the trustees of an opinion of counsel to the effect that such amendment or the exercise of any power granted to the trustees in accordance with such amendment will not affect SVB Capital II's status as a grantor trust for United States federal income tax purposes or SVB Capital II's exemption from status as an "investment company" under the Investment Company Act.

        The consent of each affected holder of trust securities is required to amend the trust agreement to:

•

change the amount or timing of any distribution on the trust securities or otherwise adversely affect the amount of any distribution required to be made in respect of the trust securities as of a specified date; or



•

restrict the right of a holder of trust securities to institute suit for the enforcement of any such payment on or after such date.

41

        So long as any junior subordinated debentures are held by the property trustee, the trustees may not:

•

direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, or execute any trust or power conferred on the property trustee with respect to the junior subordinated debentures;



•

waive any past default that is waivable under the indenture;



•

exercise any right to rescind or annul a declaration that the principal of all the junior subordinated debentures shall be due and payable; or



•

consent to any amendment, modification or termination of the indenture or the junior subordinated debentures, where such consent is required, without, in each case, obtaining the prior approval of the holders of a majority in aggregate liquidation amount of all outstanding trust preferred securities.

However, where a consent under the indenture would require the consent of each holder of junior subordinated debentures affected thereby, the property trustee may not give such consent without the prior consent of each holder of the trust preferred securities. The trustees shall not revoke any action previously authorized or approved by a vote of the holders of the trust preferred securities except by subsequent vote of the required holders of the trust preferred securities. The property trustee shall notify each holder of the trust preferred securities of any notice of default received from the indenture trustee with respect to the junior subordinated debentures. In addition to obtaining the foregoing approvals of such holders of the trust preferred securities, prior to taking any of the foregoing actions, the trustees will obtain an opinion of counsel experienced in such matters to the effect that SVB Capital II will not be classified as other than a grantor trust for United States federal income tax purposes.

        Holders of the trust preferred securities may give any required approval at a meeting of holders of trust preferred securities convened for such purpose or pursuant to written consent. The property trustee will cause a notice of any meeting at which holders of the trust preferred securities are entitled to vote, or of any matter upon which action by written consent of such holders is to be taken, to be given to each holder of record of the trust preferred securities in the manner set forth in the trust agreement.

        SVB Capital II may redeem and cancel the trust preferred securities in accordance with the trust agreement without the vote or consent of the holders of the trust preferred securities.

        Even though holders of the trust preferred securities are entitled to vote or consent under any of the circumstances described above, any of the trust preferred securities owned by Silicon Valley Bancshares, the trustees or any affiliate of Silicon Valley Bancshares or any trustees, will, for purposes of such vote or consent, be treated as if they were not outstanding.

Global Trust Preferred Securities

        The trust preferred securities will be represented by one or more global certificates registered in the name of the depositary, which is initially The Depository Trust Company, or its nominee. Beneficial interests in the trust preferred securities will be shown on, and transfers thereof will be effected only through, records maintained by participants in the depositary. Except as described below, trust preferred securities in certificated form will not be issued in exchange for the global certificates. See "Book-Entry Issuance."

        A global trust preferred security will be exchangeable for trust preferred securities registered in the names of persons other than the depositary or its nominee only if:

•

Silicon Valley Bancshares notifies the trustees that the depositary is unwilling or unable to continue as a depositary for such global security and no successor depositary has been appointed, or if at any

42

time the depositary ceases to be a clearing agency registered under the Exchange Act, at a time when the depositary is required to be so registered to act as such depositary; or

•

Silicon Valley Bancshares in its sole discretion elects to terminate the book-entry system through the depositary.

        Any global security that is exchangeable pursuant to the preceding sentence will be exchangeable for definitive certificates registered in such names as the depositary directs. We expect that such instructions will be based upon directions received by the depositary with respect to ownership of beneficial interests in such global security. If trust preferred securities are issued in definitive form, they will be in denominations of $25 and integral multiples thereof and may be transferred or exchanged at the offices of the securities registrar described below.

        Unless and until it is exchanged in whole or in part for the individual trust preferred securities represented thereby, a global trust preferred security may not be transferred except as a whole by the depositary to a nominee of the depositary, or by a nominee of such the depositary to such depositary or another nominee of such depositary, or by the depositary or any nominee to a successor depositary or any nominee of the successor depositary.

        Payments on trust preferred securities represented by a global trust preferred security will be made to the depositary for the trust preferred securities. If trust preferred securities are issued in definitive form, distributions will be payable, the transfer of the trust preferred securities will be registrable, and trust preferred securities will be exchangeable for trust preferred securities of other denominations of a like aggregate liquidation amount, at the corporate office of the property trustee, or at the offices of any paying agent or co-paying agent appointed by the administrative trustees. However, payment of any distribution may be made at the option of the administrative trustees by check mailed to the address of the persons entitled thereto or by wire transfer. For a description of the terms of the depositary arrangements relating to payments, transfers, voting rights, redemptions and other notices and other matters, see "Book-Entry Issuance."

        Upon the issuance of a global trust preferred security, and the deposit of such global trust preferred security with or on behalf of the depositary, the depositary for such global trust preferred security or its nominee will credit, on its book-entry registration and transfer system, the respective aggregate liquidation amounts of the individual trust preferred securities represented by such global trust preferred securities to the accounts of participants. Such accounts will be designated by the dealers, underwriters or agents with respect to such trust preferred securities. Ownership of beneficial interests in a global trust preferred security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in such global trust preferred security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable depositary or its nominee, with respect to interests of participants, and the records of participants, with respect to interests of persons who hold through participants. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. The limits and laws described above may impair the ability to transfer beneficial interests in a global trust preferred security.

        So long as the depositary for a global trust preferred security, or its nominee, is the registered owner of such global trust preferred security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the trust preferred securities represented by such global trust preferred security for all purposes under the trust agreement governing such trust preferred securities. Except as provided above, owners of beneficial interests in a global trust preferred security will not be entitled to have any of the individual trust preferred securities represented by such global trust preferred security registered in their names, will not receive or be entitled to receive physical delivery of any such trust preferred securities in definitive form and will not be considered the owners or holders thereof under the trust agreement.

43

        None of Silicon Valley Bancshares, the property trustee, any paying agent, or the securities registrar for such trust preferred securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global trust preferred security representing such trust preferred securities or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

        Silicon Valley Bancshares expects that the depositary for trust preferred securities or its nominee, upon receipt of any payment of the liquidation amount or distributions in respect of a permanent global trust preferred security immediately will credit participants' accounts with payments in amounts proportionate to their respective beneficial interest in the aggregate liquidation amount of such global trust preferred security as shown on the records of such depositary or its nominee. Silicon Valley Bancshares also expects that payments by participants to owners of beneficial interests in such global trust preferred security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name." Participants will be responsible for making these payments to beneficial owners.

Paying Agent

        The paying agent for the trust preferred securities will initially be the property trustee and any co-paying agent chosen by the property trustee and acceptable to the administrative trustees and Silicon Valley Bancshares. The paying agent will be permitted to resign as paying agent upon 30 days' written notice to Silicon Valley Bancshares and the administrative trustees and property trustee. If the property trustee is no longer the paying agent, the administrative trustees will appoint a successor, which must be a bank or trust company acceptable to the property trustee and Silicon Valley Bancshares, to act as paying agent.

Registrar and Transfer Agent

        The property trustee will act as registrar and transfer agent for the trust preferred securities. Registration of transfers of the trust preferred securities will be effected without charge by or on behalf of SVB Capital II, but upon payment of any tax or other governmental charges that may be imposed in connection with any transfer or exchange. SVB Capital II will not be required to register or cause to be registered the transfer of the trust preferred securities after such trust preferred securities have been called for redemption.

Information Concerning the Property Trustee

        The property trustee, other than upon the occurrence and during the continuance of an event of default under the trust agreement, undertakes to perform only the duties as are specifically set forth in the trust agreement. After an event of default, the property trustee must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to the preceding sentence, the property trustee is under no obligation to exercise any of the powers vested in it by the trust agreement at the request of any holder of trust preferred securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred thereby. If no event of default under the terms agreement has occurred and is continuing and the property trustee must decide between alternative causes of action, construe ambiguous provisions in the trust agreement or is unsure of the application of any provision of the trust agreement, and the matter is not one on which holders of the trust preferred securities are entitled under the trust agreement to vote, then the property trustee will take such action as is directed by Silicon Valley Bancshares and if not so directed, will take such action as it deems advisable and in the best interests of the holders of the trust securities. In taking any such action, the property trustee will have no liability except for its own bad faith, negligence or willful misconduct.

44

Miscellaneous

        The administrative trustees are authorized and directed to conduct the affairs of and to operate SVB Capital II in such a way that:

•

SVB Capital II will not be deemed to be an "investment company" required to be registered under the Investment Company Act;



•

SVB Capital will fail to be classified as a grantor trust for United States federal income tax purposes; and



•

the junior subordinated debentures will be treated as indebtedness of Silicon Valley Bancshares for United States federal income tax purposes.

        In this regard, Silicon Valley Bancshares and the administrative trustees are authorized to take any action, not inconsistent with applicable law, the certificate of trust of SVB Capital II or the trust agreement, that Silicon Valley Bancshares and the administrative trustees determine in their discretion to be necessary or desirable for such purposes, as long as such action does not materially adversely affect the interests of the holders of the trust preferred securities. Holders of the trust preferred securities have no preemptive or similar rights.

        SVB Capital II may not borrow money or issue debt or mortgage or pledge any of its assets.

Governing Law

        The trust agreement and the trust securities will be governed by and construed in accordance with the laws of the State of Delaware.

45

DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

        Concurrently with the issuance of the trust preferred securities, SVB Capital II will invest the proceeds of the issuance, together with the consideration paid by Silicon Valley Bancshares for the common securities, in junior subordinated debentures issued by Silicon Valley Bancshares with an aggregate principal amount of $50 million. The junior subordinated debentures will be issued as unsecured debt under the Junior Subordinated Indenture, dated as of                        , 2003, between Silicon Valley Bancshares and the indenture trustee, which we refer to as the indenture. The indenture will be qualified under the Trust Indenture Act.

        Because this is a summary of the terms and provisions of the junior subordinated debentures and the indenture, it may not contain all of the information that is important to you. You should read the entire indenture and form of junior subordinated debenture, which Silicon Valley Bancshares and SVB Capital II filed as exhibits to the registration statement of which this prospectus forms a part, and the Trust Indenture Act.

General

        The junior subordinated debentures will bear interest at the annual rate of    % of the principal amount thereof, payable quarterly in arrears on the interest payment dates, which are each    th day of                        ,                         ,                         and                         of each year, commencing                        , 2004, to the person in whose name each junior subordinated debenture is registered on the date 15 days prior to the relevant interest payment date whether or not a business day. The amount of each interest payment due on the junior subordinated debentures will include amounts accrued through the date the interest payment is due. Silicon Valley Bancshares anticipates that, until the liquidation, if any, of SVB Capital II, each junior subordinated debenture will be held in the name of the property trustee in trust for the benefit of the holders of the trust preferred securities. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months.

        If any date on which interest is payable on the junior subordinated debentures is not a business day, then payment of the interest payable on that date will be made on the next business day, without any interest or other payment in respect of any such delay, in each case with the same force and effect as if made on the date such payment was originally payable. Accrued interest that is not paid on the applicable interest payment date will bear additional interest on the amount thereof, to the extent permitted by law, at            % per annum, compounded quarterly. The term "interest" as used in this description includes quarterly interest payments, interest on quarterly interest payments not paid on the applicable interest payment date and additional sums, as applicable.

        The junior subordinated debentures will mature on                        , 2033. At any time, Silicon Valley Bancshares may shorten the maturity date to any date not earlier than                         , 2008. We refer to the date of maturity on the junior subordinated debentures, as it may be shortened, as the stated maturity. Subject to the prior approval of the Federal Reserve, Silicon Valley Bancshares may exercise its right to shorten the maturity of the junior subordinated debentures under any circumstance, including to refinance the junior subordinate debentures to obtain a lower interest rate, and under circumstances where a tax event, capital treatment event, investment company event or other undesirable event could be avoided simply by shortening the maturity of the junior subordinated debentures.

        If Silicon Valley Bancshares elects to shorten the stated maturity of the junior subordinated debentures, it must give notice to the indenture trustee, and the indenture trustee must give notice of such shortening to the holders of the junior subordinated debentures no less than 60 days prior to the effectiveness of the shortened stated maturity.

        The junior subordinated debentures will be unsecured and will rank junior and be subordinate in right of payment to all senior debt of Silicon Valley Bancshares. Because Silicon Valley Bancshares is a holding

46

company, the right of Silicon Valley Bancshares to participate in any distribution of assets of any subsidiaries upon any such subsidiaries' liquidation or reorganization or otherwise, and thus the ability of holders of the trust preferred securities to benefit indirectly from such distribution, is subject to the prior claims of creditors of that subsidiary, except to the extent that Silicon Valley Bancshares may itself be recognized as a creditor of that subsidiary. Accordingly, the junior subordinated debentures will be effectively subordinated to all existing and future liabilities of the subsidiaries of Silicon Valley Bancshares, and holders of junior subordinated debentures should look only to the assets of Silicon Valley Bancshares for payments on the junior subordinated debentures. The indenture does not limit the incurrence or issuance of other secured or unsecured debt of Silicon Valley Bancshares, including senior debt, whether under the indenture or any existing or other indenture that Silicon Valley Bancshares may enter into in the future or otherwise. See "—Subordination" below.

Option to Defer Interest Payment Period

        So long as no event of default with respect to the junior subordinated debentures has occurred and is continuing, Silicon Valley Bancshares has the right, at any time during the term of the junior subordinated debentures, to defer the payment of interest at any time or from time to time for a period not exceeding 20 consecutive quarters. No such extension period may extend beyond the stated maturity. During any extension period, Silicon Valley Bancshares may make partial payments of interest on any interest payment date. No extension period may end other than on an interest payment date. At the end of an extension period, Silicon Valley Bancshares must pay all interest then accrued and unpaid, together with interest on the accrued and unpaid interest at the annual rate of    %, compounded quarterly, to the extent permitted by applicable law. During an extension period, interest will continue to accrue and holders of junior subordinated debentures will be required to accrue interest income for United States federal income tax purposes. See "Certain Federal Income Tax Consequences—Interest Income and Original Issue Discount." Neither the default by Silicon Valley Bancshares on any senior debt, nor a default with respect to senior debt resulting in acceleration of the maturity of that debt, constitutes an event of default with respect to the junior subordinated debentures. See "—Debenture Events of Default" below.

        During any such extension period, Silicon Valley Bancshares may not and will not permit any of its subsidiaries to:

•

declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Silicon Valley Bancshares' capital stock, which includes common and preferred stock;



•

make any payment of principal of, or, interest or premium, if any, on or repay, repurchase or redeem any debt securities of Silicon Valley Bancshares, including other junior subordinated debentures issued under the indenture, that rank on parity with or junior in interest to the junior subordinated debentures;



•

make any guarantee payments with respect to any guarantee by Silicon Valley Bancshares of the debt securities of any subsidiary of Silicon Valley Bancshares if such guarantee ranks on parity with or junior in interest to the junior subordinated debentures; or



•

redeem, purchase or acquire less than all of the junior subordinated debentures or any of the trust preferred securities.

        The prohibitions in the first three bullet point above do not apply to:

•

dividends or distributions in capital stock of Silicon Valley Bancshares, which includes common and preferred stock;

47

•

any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant to such plan;



•

payments under the guarantee agreement; and



•

purchases of common stock related to the issuance of common stock or rights under any of Silicon Valley Bancshares' benefit plans for its directors, officers, employees or consultants.

        Prior to the termination of any extension period, Silicon Valley Bancshares may further extend the extension period, so long as the extension does not cause the extension period to exceed 20 consecutive quarters or extend beyond the stated maturity. Upon the termination of any extension period and the payment of all amounts then due on any interest payment date, Silicon Valley Bancshares may elect to begin a new extension period subject to the above requirements. No interest will be due and payable during an extension period, except at the end of the period. Silicon Valley Bancshares must give the property trustee, the administrative trustees and the indenture trustee notice of its election of any extension period, or an extension of such period, at least one business day prior to the earliest of:

•

the date the distributions on the trust preferred securities would have been payable but for the election to begin or extend such extension period;



•

the date the administrative trustees are required to give notice to the New York Stock Exchange, the Nasdaq National Market or any applicable stock exchange or automated quotation system on which the trust preferred securities are then listed or quoted or to the holders of the trust preferred securities of the record date; or



•

the date the distributions are payable;

but, in any event, not less than one business day prior to the record date. The indenture trustee will give notice of Silicon Valley Bancshares' election to begin or extend a new extension period to the holders of the trust preferred securities. Subject to the restrictions described above, the indenture does not limit the number of times that Silicon Valley Bancshares may elect to begin an extension period.

        Distributions on the trust preferred securities will be deferred by SVB Capital II during any extension period. See "Description of the Trust Preferred Securities—Distributions Extension Periods." For a description of certain federal income tax consequences and special considerations applicable to the junior subordinated debentures during the extension period, see "Certain Federal Income Tax Consequences."

Additional Sums

        If SVB Capital II is required to pay any additional taxes, duties or other governmental charges as a result of a tax event, Silicon Valley Bancshares will pay as additional amounts on the junior subordinated debentures such amounts as may be required so that the distributions payable by SVB Capital II will not be reduced as a result of any such additional taxes, duties or other governmental charges. For purposes of this prospectus, these amounts are called "additional sums."

Redemption

        Subject to Silicon Valley Bancshares having received prior approval of the Federal Reserve, if required under applicable capital guidelines or policies of the Federal Reserve, Silicon Valley Bancshares, at its option, may redeem the junior subordinated debentures prior to maturity:

•

on or after                        , 2008, in whole or in part; or



•

at any time, whether occurring before, on or after                        , 2008, in whole, but not in part, within 90 days following a tax event, a capital treatment event or an investment company event;

48

in each case at a redemption price equal to the accrued and unpaid interest on the junior subordinated debentures so redeemed to the date fixed for redemption, plus 100% of the principal amount of the junior subordinated debentures so redeemed.

        Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of junior subordinated debentures to be redeemed at such holder's registered address. Unless Silicon Valley Bancshares defaults in payment of the redemption price, on and after the redemption date interest ceases to accrue on such junior subordinated debentures or portions thereof called for redemption.

        The junior subordinated debentures will not be subject to any sinking fund.

Restrictions on Certain Payments

        If at any time:

•

there has occurred any event of default; or



•

Silicon Valley Bancshares has given notice of its election of an extension period as provided in the indenture with respect to the junior subordinated debentures and has not rescinded such notice, or such extension period, or any extension thereof, is continuing; or



•

while the junior subordinated debentures are held by SVB Capital II, Silicon Valley Bancshares is in default with respect to its payment of any obligation under the guarantee agreement;

then Silicon Valley Bancshares will not:

•

declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Silicon Valley Bancshares' capital stock, which includes common and preferred stock;



•

make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of Silicon Valley Bancshares, including other junior subordinated debentures issued under the indenture, that rank on parity with or junior in interest to the junior subordinated debentures;



•

make any guarantee payments with respect to any guarantee by Silicon Valley Bancshares of the debt securities of any subsidiary of Silicon Valley Bancshares if such guarantee ranks on parity with or junior in interest to the junior subordinated debentures; or



•

redeem, purchase or acquire less than all of the junior subordinated debentures or trust preferred securities.

        The prohibitions in the first three bullet points above do not apply to:

•

dividends or distributions in capital stock of Silicon Valley Bancshares, which includes common and preferred stock;



•

any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant to such plan;



•

payments under the guarantee agreement; and



•

purchases of common stock related to the issuance of common stock or rights under any of Silicon Valley Bancshares' benefit plans for its directors, officers, employees or consultants.

49

Debenture Events of Default

        The indenture provides that any one or more of the following events constitutes an event of default with respect to the junior subordinated debentures:

•

failure for 30 days to pay when due any interest on the junior subordinated debentures when due, including any additional interest in respect of the junior subordinated debentures, subject to the deferral of any due date in the case of an extension period;



•

failure to pay any principal of or premium, if any, on the junior subordinated debentures when due whether at maturity, upon redemption, by declaration or otherwise;



•

default in the performance or breach, in any material respect, of any covenant contained in the indenture, other than a default or breach of a covenant or warranty which is addressed in the first and second bullet points above, for 90 days after written notice to Silicon Valley Bancshares from the indenture trustee or to Silicon Valley Bancshares and the indenture trustee by the holders of at least 25% in aggregate outstanding principal amount of the junior subordinated debentures; or



•

certain events in bankruptcy, insolvency or reorganization of Silicon Valley Bancshares.

        The holders of not less than a majority in aggregate outstanding principal amount of the junior subordinated debentures have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee. The indenture trustee or the holders of not less than 25% in aggregate outstanding principal amount of the junior subordinated debentures may declare the principal due and payable immediately if an event of default occurs and is continuing with respect to the junior subordinated debentures, other than an event of default with respect to certain events of bankruptcy, insolvency or reorganization for which acceleration is automatic. If the indenture trustee or such holders of such junior subordinated debentures fail to make such declaration, the holders of at least 25% in aggregate liquidation amount of the trust preferred securities will have that right. The holders of a majority in aggregate outstanding principal amount of the junior subordinated debentures may annul that declaration and waive the default if the default, other than the non-payment of the principal of the junior subordinated debentures which has become due solely by such acceleration, has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the indenture trustee. If the holders of the junior subordinated debentures fail to annul that declaration and waive such default, the holders of a majority in aggregate liquidation amount of the trust preferred securities will have that right.

        If an event of default with respect to the junior subordinated debentures with respect to certain events in bankruptcy, insolvency or reorganization occurs, the junior subordinated debentures will automatically, and without any declaration or other action on the part of the indenture trustee or the holders of the junior subordinated debentures, become immediately due and payable. In such event, payment of principal and interest on the junior subordinated debentures will also remain subordinated to the extent provided in the indenture.

        The holders of a majority in aggregate outstanding principal amount of junior subordinated debentures affected thereby may, on behalf of the holders of all the junior subordinated debentures, waive any past default, except:

•

a default in the payment of principal or interest, unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the indenture trustee; or



•

a default in respect of a covenant or provision which under the indenture cannot be modified or amended without the consent of each affected holder of each outstanding junior subordinated debenture.

50

        Silicon Valley Bancshares is required to file annually with the indenture trustee a certificate as to whether or not Silicon Valley Bancshares is in compliance with all the conditions and covenants applicable to it under the indenture.

Subordination

        In the indenture, Silicon Valley Bancshares has covenanted and agreed that any junior subordinated debentures issued under the indenture will be subordinate and junior in right of payment to all senior debt to the extent provided in the indenture. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, or similar proceedings in connection with any insolvency or bankruptcy proceeding of Silicon Valley Bancshares, the holders of senior debt will first be entitled to receive payment in full in cash, or other payment satisfactory to the holders of senior debt, of all amounts due and owing or to become due, on such senior debt before the holders of junior subordinated debentures will be entitled to receive or retain any payment in respect of the junior subordinated debentures.

        If the maturity of any junior subordinated debentures is accelerated, the holders of all senior debt outstanding at the time of such acceleration will first be entitled to receive payment in full of all amounts due on the senior debt, including any amounts due upon acceleration, before the holders of junior subordinated debentures will be entitled to receive or retain any payment in respect of the junior subordinated debentures.

        No payments on account of principal or interest or premium, if any, in respect of the junior subordinated debentures may be made if a default, beyond any applicable grace period, has occurred and is continuing in any payment with respect to senior debt or an event of default with respect to any senior debt occurs and is continuing that permits the holders of the senior debt to accelerate the maturity thereof.

        As a result of these subordination provisions, in the event of our bankruptcy or reorganization, holders of senior debt may receive more, ratably, and holders of the junior subordinated debentures may receive less, ratably, than our other creditors.

        For purposes of this prospectus "debt" means with respect to any person, whether recourse is to all or a portion of the assets of such person and whether or not contingent:

•

every obligation of that person for money borrowed;



•

every obligation of that person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses;



•

every reimbursement obligation of that person with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of that person;



•

every obligation of that person issued or assumed as the deferred purchase price of property or services, but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business;



•

every capital lease obligation of that person;



•

all indebtedness of that person whether incurred on or prior to the date of the indenture or thereafter incurred, for claims in respect of derivative products including interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; and



•

every obligation of the type referred to in the bullet points above of another person and all dividends of another person the payment of which, in either case, such person has guaranteed or is responsible or liable, directly or indirectly, as obligor or otherwise.

51

        "Senior debt" means the principal of and premium, if any, and interest, if any, including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Silicon Valley Bancshares whether or not such claim for post-petition interest is allowed in such proceeding, on debt of Silicon Valley Bancshares, whether incurred on or prior to the date of the indenture or thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the junior subordinated debentures or to other debt which is on parity with, or subordinated to, the junior subordinated debentures. Senior debt does not include:

•

any debt of Silicon Valley Bancshares which when incurred and without respect to any election under section 1111(b) of the United States Bankruptcy Code of 1978, as amended, was without recourse to Silicon Valley Bancshares;



•

any debt of Silicon Valley Bancshares to any of its subsidiaries;



•

debt to any employee of Silicon Valley Bancshares;



•

any other debt securities issued pursuant to the indenture; and



•

any debt outstanding under our 8.25% Junior Subordinated Deferrable Interest Debentures.

Senior debt includes Silicon Valley Bancshares' Zero Coupon Convertible Subordinated Notes due June 15, 2008.

        The indenture places no limitation on the amount of additional senior debt that may be incurred by Silicon Valley Bancshares. Silicon Valley Bancshares expects from time to time to incur additional indebtedness constituting senior debt.

Denominations, Registration and Transfer

        The junior subordinated debentures will be represented by global certificates registered in the name of the depositary, which will initially be The Depository Trust Company, or its nominee. Beneficial interests in the junior subordinated debentures will be shown on, and transfers thereof will be effected only through, records maintained by the depositary. Except as described below, junior subordinated debentures in certificated form will not be issued in exchange for the global certificates. See "Book-Entry Issuance."

        Unless and until a global subordinated debenture is exchanged in whole or in part for the individual junior subordinated debentures it represents, it may not be transferred except as a whole by the depositary for such global subordinated debenture to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by the depositary or any nominee to a successor depositary or any nominee of such successor.

        A global security will be exchangeable for junior subordinated debentures registered in the names of persons other than the depositary or its nominee only if:

•

the depositary notifies Silicon Valley Bancshares that it is unwilling or unable to continue as a depositary for such global security, or if at any time the depositary ceases to be a clearing agency registered under the Exchange Act, at a time when the depositary is required to be so registered to act as such depositary, and in each case no successor depositary has been appointed within 90 days;



•

there shall have occurred and be continuing an event of default with respect to the junior subordinated debentures; or



•

Silicon Valley Bancshares in its sole discretion determines that such global security is so exchangeable.

Any global security that is exchangeable pursuant to the preceding sentence will be exchangeable for definitive certificates registered in such names as the depositary directs. Silicon Valley Bancshares expects

52

that such instructions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in such global security. If junior subordinated debentures are issued in definitive form, they will be in denominations of $25 and integral multiples thereof and may be transferred or exchanged at the offices described below.

        If junior subordinated debentures are issued in certificated form, principal and interest will be payable, the transfer of the junior subordinated debentures will be registrable, and junior subordinated debentures will be exchangeable for junior subordinated debentures of other denominations of a like aggregate principal amount, at the corporate office of the indenture trustee, or at the offices of any paying agent or transfer agent appointed by Silicon Valley Bancshares.

        Silicon Valley Bancshares will appoint the indenture trustee as securities registrar under the indenture. Junior subordinated debentures may be presented for exchange as provided above, and may be presented for registration of transfer, with the form of transfer endorsed thereon, or a satisfactory written instrument of transfer, duly executed, at the office of the securities registrar. Silicon Valley Bancshares may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that Silicon Valley Bancshares maintains a transfer agent in the place of payment. Silicon Valley Bancshares may at any time designate additional transfer agents with respect to the junior subordinated debentures.

        In the event of any redemption, neither Silicon Valley Bancshares nor the indenture trustee will be required to:

•

issue, register the transfer of or exchange junior subordinated debentures during a period beginning at the opening of business 15 days before the day of selection for redemption of junior subordinated debentures and ending at the close of business on the day of mailing of the relevant notice of redemption; or



•

transfer or exchange any junior subordinated debentures so selected for redemption, except, in the case of any junior subordinated debentures being redeemed in part, any portion thereof not to be redeemed.

Global Subordinated Debentures

        Upon the issuance of the global subordinated debenture, and the deposit of such global subordinated debenture with or on behalf of the depositary, the depositary for such global subordinated debenture or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual junior subordinated debentures represented by such global subordinated debenture to the accounts of persons that have accounts with such depositary, which are called participants. Ownership of beneficial interests in a global subordinated debenture will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in such global subordinated debenture will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable depositary or its nominee, with respect to interests of participants, and the records of participants, with respect to interests of persons who hold through participants. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. The limits and laws described above may impair the ability to transfer beneficial interests in a global subordinated debenture.

        So long as the depositary for a global subordinated debenture, or its nominee, is the registered owner of such global subordinated debenture, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the junior subordinated debentures represented by such global subordinated debenture for all purposes under the indenture governing such junior subordinated debentures. Except as provided below, owners of beneficial interests in a global subordinated debenture will not be entitled to have any of the individual junior subordinated debentures represented by such global

53

subordinated debenture registered in their names, will not receive or be entitled to receive physical delivery of any such junior subordinated debentures in definitive form and will not be considered the owners or holders thereof under the indenture.

        Payments of principal of and interest on individual junior subordinated debentures represented by a global subordinated debenture registered in the name of the depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the global subordinated debenture representing such junior subordinated debentures. None of Silicon Valley Bancshares, the indenture trustee, any paying agent, or the securities registrar for such junior subordinated debentures will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global subordinated debenture representing such junior subordinated debentures or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

        Silicon Valley Bancshares expects that the depositary or its nominee, upon receipt of any payment of principal or interest in respect of a permanent global subordinated debenture representing the junior subordinated debentures, immediately will credit participants' accounts with payments in amounts proportionate to their respective beneficial interest in the principal amount of the global subordinated debenture as shown on the records of such depositary or its nominee. Silicon Valley Bancshares also expects that payments by participants to owners of beneficial interests in such global subordinated debenture held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name." Such payments will be the responsibility of such participants.

Payment and Paying Agents

        Payment of principal of and any interest on the junior subordinated debentures will be made at the office of the indenture trustee, except that at the option of Silicon Valley Bancshares payment of any interest may be made:

•

except in the case of global junior subordinated debentures, by check mailed to the address of the person entitled thereto as such address shall appear in the securities register; or



•

by transfer to an account maintained by the person entitled thereto as specified in the securities register, provided that proper transfer instructions have been received by the regular record date.

        Payment of any interest on junior subordinated debentures will be made to the person in whose name such junior subordinated debenture is registered at the close of business on the regular record date for such interest. Silicon Valley Bancshares may at any time designate additional paying agents or rescind the designation of any paying agent. However, Silicon Valley Bancshares will at all times be required to maintain a paying agent in each place of payment for the junior subordinated debentures. Any moneys deposited with the indenture trustee or any paying agent, or then held by Silicon Valley Bancshares in trust, for the payment of the principal of or interest on the junior subordinated debentures and remaining unclaimed for two years after such principal or interest has become due and payable will, at the request of Silicon Valley Bancshares, be repaid to Silicon Valley Bancshares and the holder of such junior subordinated debenture may thereafter look, as a general unsecured creditor, only to Silicon Valley Bancshares for payment thereof.

54

Modification of Indenture

        From time to time Silicon Valley Bancshares and the indenture trustee may, without the consent of the holders of the junior subordinated debentures, amend, waive or supplement the indenture for specified purposes, including, among other things:

•

curing ambiguities, defects or inconsistencies, if any such action does not adversely affect the interests of the holders of the outstanding junior subordinated debentures or the outstanding trust preferred securities in any material respect;



•

qualifying, or maintaining the qualification of, the indenture under the Trust Indenture Act; or



•

entering into any supplemental indenture for the purpose of creating any new series of junior subordinated debentures.

        The indenture permits Silicon Valley Bancshares and the indenture trustee, with the consent of the holders of not less than a majority in principal amount of the outstanding junior subordinated debentures, to modify the indenture in a manner affecting the rights of the holders of the junior subordinated debentures. However, no such modification may, without the consent of the holder of each outstanding junior subordinated debenture affected thereby, except to the extent permitted in connection with the deferral of interest payment dates during an extension period, or the shortening of the stated maturity to a date not earlier than the first date Silicon Valley Bancshares has a right to redeem the junior subordinated debentures:

•

change the stated maturity of the junior subordinated debentures, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon;



•

reduce the percentage of principal amount of junior subordinated debentures, the holders of which are required to consent to any such modification of the indenture; or



•

modify the provisions of the indenture with respect to the subordination of the junior subordinated debentures in a manner adverse to the holders thereof.

        Further, so long as any of the trust preferred securities remain outstanding,

•

no modification of the indenture may be made that adversely affects the holders of such trust preferred securities in any material respect;



•

no termination of the indenture may occur; and



•

no waiver of any event of default with respect to the junior subordinated debentures or compliance with any covenant under the indenture may be effective;

without the prior consent of the holders of at least a majority of the aggregate liquidation amount of the outstanding trust preferred securities unless and until the principal of the junior subordinated debentures and all accrued and unpaid interest thereon have been paid in full and certain other conditions are satisfied. Where a consent under the indenture would require the consent of each holder of junior subordinated debentures, the property trustee may not give its consent without the prior consent of each holder of trust preferred securities.

Enforcement of Certain Rights by Holders of Trust Preferred Securities

        If an event of default with respect to the junior subordinated debentures has occurred and is continuing and arises from the failure of Silicon Valley Bancshares to pay interest or principal on the junior subordinated debentures on the date such interest or principal is otherwise payable, you may institute a legal proceeding directly against Silicon Valley Bancshares for enforcement of payment to you of the principal of or interest on such junior subordinated debentures having a principal amount equal to the aggregate liquidation amount of your trust preferred securities. We refer to this proceeding in this

55

prospectus as a "direct action." Silicon Valley Bancshares may not amend the indenture to remove the right to bring a direct action without the prior written consent of the holders of all of the trust preferred securities outstanding. If the right to bring a direct action is removed, SVB Capital II may become subject to the reporting obligations under the Exchange Act. Silicon Valley Bancshares will have the right under the indenture to set-off any payment made to a holder of trust preferred securities by Silicon Valley Bancshares in connection with a direct action.

        You will not be able to exercise directly any remedies other than those set forth in the preceding paragraph available to the holders of the junior subordinated debentures unless an event of default has occurred and is continuing under the trust agreement. See "Description of the Trust Preferred Securities—Events of Default; Notice."

Consolidation, Merger, Sale of Assets and Other Transactions

        The indenture provides that Silicon Valley Bancshares shall not consolidate with or merge into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless:

•

in case Silicon Valley Bancshares consolidates with or merges into another person or conveys, transfers or leases its properties and assets substantially as an entirety to any person, the successor person is a corporation, limited liability company, partnership, trust or other business entity organized under the laws of the United States or any state or the District of Columbia, and the successor person expressly assumes Silicon Valley Bancshares' obligations on the junior subordinated debentures issued under the indenture;



•

immediately after giving effect thereto, no event of default with respect to the junior subordinated debentures, and no event which, after notice or lapse of time or both, would become an event of default with respect to the junior subordinated debentures, shall have occurred and be continuing; and



•

certain other conditions set forth in the indenture are met.

        The general provisions of the indenture do not afford holders of the junior subordinated debentures protection in the event of a highly leveraged or other transaction involving Silicon Valley Bancshares that may adversely affect holders of the junior subordinated debentures.

Satisfaction and Discharge

        The indenture provides that when, among other things, all junior subordinated debentures not previously delivered to the indenture trustee for cancellation have become due and payable, will become due and payable at their stated maturity within one year, or are called for redemption within one year and Silicon Valley Bancshares deposits or causes to be deposited with the indenture trustee trust funds, in trust, for the purpose and in an amount in the currency or currencies in which the junior subordinated debentures are payable sufficient to pay and discharge the entire indebtedness on the junior subordinated debentures not previously delivered to the indenture trustee for cancellation, for the principal and interest to the date of the deposit or to the stated maturity or redemption date, as the case may be, then the indenture will cease to be of further effect, except as to Silicon Valley Bancshares' obligations to pay all other sums due pursuant to the indenture and to provide the officers' certificates and opinions of counsel described therein, and Silicon Valley Bancshares will be deemed to have satisfied and discharged the indenture.

56

Covenants of Silicon Valley Bancshares

        Silicon Valley Bancshares will covenant in the indenture, as to the junior subordinated debentures, that so long as no event of default with respect to the junior consolidated debenture has occurred and is continuing, if and so long as:

•

SVB Capital II is the holder of all such junior subordinated debentures;



•

a tax event in respect of SVB Capital II has occurred and is continuing; and



•

Silicon Valley Bancshares has not redeemed the junior subordinated debentures or dissolved SVB Capital II;

then Silicon Valley Bancshares will pay to SVB Capital II any applicable additional sums on the trust securities.

        Silicon Valley Bancshares will also covenant in the indenture:

•

to maintain, directly or indirectly, 100% ownership of the common securities of SVB Capital II, provided that certain successors which are permitted pursuant to the indenture may succeed to Silicon Valley Bancshares' ownership of the common securities;



•

not to voluntarily terminate, wind-up or liquidate SVB Capital II, except upon prior approval of the federal regulators of Silicon Valley Bancshares if then so required under applicable capital guidelines or policies of such regulators, and except (a) in connection with a distribution of junior subordinated debentures to the holders of the trust preferred securities in liquidation of SVB Capital II or (b) in connection with certain mergers, consolidations, or amalgamations permitted by the trust agreement; and



•

to use its reasonable efforts, consistent with the terms and provisions of the trust agreement, to cause SVB Capital II to remain classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes.

Governing Law

        The indenture and the junior subordinated debentures will be governed by and construed in accordance with the laws of the State of California, except that the immunities and standard of care of the indenture trustee will be governed by Delaware law.

Information Concerning the Indenture Trustee

        The indenture trustee will have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act. Subject to such provisions, the indenture trustee is under no obligation to exercise any of the powers vested in it by the indenture at the request of any holder of junior subordinated debentures, unless offered reasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred thereby. The indenture trustee is not required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the indenture trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.

57

BOOK-ENTRY ISSUANCE

        The Depository Trust Company, which we refer to as DTC, will act as securities depositary for all of the trust preferred securities and the junior subordinated debentures. The trust preferred securities and the junior subordinated debentures will be issued only as fully-registered securities registered in the name of Cede & Co., DTC's nominee. One or more fully-registered global certificates will be issued for the trust preferred securities and the junior subordinated debentures and will be deposited with DTC.

        You may elect to hold interests in the trust preferred securities or the junior subordinated debentures represented by the registered global securities held by DTC through Clearstream Banking, société anonyme, which we refer to as Clearstream, or Euroclear Bank S.A./N.V., as operator of the Euroclear System, which we refer to as the Euroclear operator, if they are participants in those systems, or indirectly through organizations which are participants in those systems. Clearstream and the Euroclear operator will hold interests on behalf of their participants through customers' securities accounts in Clearstream's and the Euroclear operator's names on the books of their respective depositaries, which in turn will hold interests in the registered global securities in customers' securities accounts in the depositaries' names on the books of DTC. Citibank, N.A. will act as depositary for Clearstream, and JPMorgan Chase Bank will act as depositary for the Euroclear operator. We refer to each of Citibank, N.A. and JPMorgan Chase Bank, acting in this depositary capacity, as the "U. S. depositary" for the relevant clearing system.

        Title to book-entry interests in the trust preferred securities or the junior subordinated debentures will pass by book-entry registration of the transfer within the records of Clearstream, the Euroclear operator or DTC, as the case may be, in accordance with their respective procedures. Book-entry interests in the trust preferred securities or the junior subordinated debentures may be transferred within Clearstream and within the Euroclear System, and between Clearstream and the Euroclear System, in accordance with procedures established for these purposes by Clearstream and the Euroclear operator. Book-entry interests in the trust preferred securities or the junior subordinated debentures may be transferred within DTC in accordance with procedures established for this purpose by DTC. Transfers of book-entry interests in the trust preferred securities or the junior subordinated debentures among Clearstream and the Euroclear operator and DTC may be effected in accordance with procedures established for this purpose by Clearstream, the Euroclear operator and DTC.

        Each actual purchaser of the trust preferred securities, who we refer to as a beneficial owner, must rely on the procedures of DTC, Clearstream and the Euroclear operator, as the case may be, and the participant through which such person owns its interest to exercise its rights as a holder of the trust preferred securities or the junior subordinated debentures.

        DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York;



•

a member of the Federal Reserve System;



•

a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and



•

a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

        DTC was created to hold securities of institutions that have accounts with it, which institutions are called "participants," and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, which may include the underwriter, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and trust companies, which are collectively called the "indirect participants," that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

58

        Purchases of trust preferred securities or junior subordinated debentures within the depositary system must be made by or through direct participants, which will receive a credit for the trust preferred securities or junior subordinated debentures on DTC's records. The ownership interest of each actual purchaser, who we refer to as a beneficial owner, of each trust preferred security and each junior subordinated debenture is in turn to be recorded on the direct and indirect participants' records. Beneficial owners will not receive written confirmation from DTC of their purchases, but beneficial owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owners purchased trust preferred securities or junior subordinated debentures. Transfers of ownership interests in the trust preferred securities or junior subordinated debentures are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in trust preferred securities or junior subordinated debentures, except in the event that use of the book-entry system for the junior subordinated debentures is discontinued.

        DTC has no knowledge of the actual beneficial owners of the trust preferred securities or junior subordinated debentures. DTC's records reflect only the identity of the direct participants to whose accounts such trust preferred securities or junior subordinated debentures are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

        Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners and the voting rights of direct participants, indirect participants and beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

        Redemption notices will be sent to Cede & Co. as the registered holder of the trust preferred securities or junior subordinated debentures. If less than all of the trust preferred securities or the junior subordinated debentures are being redeemed, DTC will determine by lot or pro rata the amount of the trust preferred securities of each direct participant to be redeemed.

        Although voting with respect to the trust preferred securities or the junior subordinated debentures is limited to the holders of record of the trust preferred securities or junior subordinated debentures, as applicable, in those instances in which a vote is required, neither DTC nor Cede & Co. will itself consent or vote with respect to trust preferred securities or junior subordinated debentures. Under its usual procedures, DTC would mail an omnibus proxy to the relevant trustee as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts such trust preferred securities or junior subordinated debentures are credited on the record date, identified in a listing attached to the omnibus proxy.

        Distribution payments on the trust preferred securities or the junior subordinated debentures will be made by the relevant trustee to DTC. DTC's practice is to credit direct participants' accounts on the relevant payment date in accordance with their respective holdings shown on DTC's records unless the depositary has reason to believe that it will not receive payments on such payment date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices and will be the responsibility of such participant and not of DTC, the relevant trustee, SVB Capital II or Silicon Valley Bancshares, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of distributions to DTC is the responsibility of the relevant trustee, disbursement of such payments to direct participants is the responsibility of DTC, and disbursements of such payments to the beneficial owners is the responsibility of direct and indirect participants.

        DTC may discontinue providing its services as securities depositary with respect to any of the trust preferred securities or the junior subordinated debentures at any time by giving reasonable notice to the

59

relevant trustee and Silicon Valley Bancshares. If a successor securities depositary is not obtained, definitive trust preferred securities or junior subordinated debenture certificates representing such trust preferred securities or junior subordinated debentures are required to be printed and delivered. Silicon Valley Bancshares, at its option, may decide to discontinue use of the system of book-entry transfers through DTC, or a successor depositary. In either event, definitive certificates for such trust preferred securities or junior subordinated debentures will be printed and delivered.

        The information in this section concerning DTC, Clearstream, the Euroclear operator and their respective book-entry systems has been obtained from sources that SVB Capital II and Silicon Valley Bancshares believe to be accurate, but SVB Capital II and Silicon Valley Bancshares assume no responsibility for the accuracy thereof. Neither SVB Capital II nor Silicon Valley Bancshares has any responsibility for the performance by DTC, Clearstream, the Euroclear operator or their respective participants of their respective obligations as described in this prospectus or under the rules and procedures governing their respective operations.

        Global Clearance and Settlement Procedures.    Initial settlement for the trust preferred securities will be made in immediately available funds. Secondary market trading between DTC's participants will occur in the ordinary way in accordance with DTC's rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement System. Secondary market trading between the customers for whom Clearstream holds securities, who we refer to as Clearstream customers, and/or participants for whom Euroclear System holds securities, who we refer to as Euroclear participants, will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and the Euroclear System and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds.

        Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected through DTC in accordance with DTC's rules on behalf of the relevant European international clearing system by its U. S. depositary; however, these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in the clearing system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U. S. depositary to take action to effect final settlement on its behalf by delivering interests in the securities to or receiving interests in the securities from DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.

        Because of time-zone differences, credits of interests in the securities received in Clearstream or the Euroclear System as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Credits of interests or any transactions involving interests in the securities received in Clearstream or the Euroclear System as a result of a transaction with a DTC participant and settled during subsequent securities settlement processing will be reported to the relevant Clearstream customers or Euroclear participants on the business day following the DTC settlement date. Cash received in Clearstream or the Euroclear System as a result of sales of interests in the securities by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

        Although DTC, Clearstream and the Euroclear operator have agreed to the foregoing procedures in order to facilitate transfers of interests in the securities among participants of DTC, Clearstream and

60

Euroclear, they are under no obligation to perform or continue to perform the foregoing procedures and these procedures may be changed or discontinued at any time.

        Clearstream.    Clearstream has advised us that it is incorporated under the laws of Luxembourg as a bank. Clearstream holds securities for its customers, and facilitates the clearance and settlement of securities transactions between Clearstream customers through electronic book-entry transfers between their accounts, thereby eliminating the need for physical movement of securities. Clearstream provides to Clearstream customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in over 30 countries through established depositary and custodial relationships. As a bank, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream customers are world-wide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream's U. S. customers are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to other institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream customer. Clearstream has established an electronic bridge with the Euroclear operator to facilitate settlement of trades between Clearstream and the Euroclear operator.

        Distributions with respect to the securities held through Clearstream will be credited to cash accounts of Clearstream customers in accordance with its rules and procedures, to the extent received by the U. S. depositary for Clearstream.

        Euroclear.    The Euroclear operator has advised us that the Euroclear System was created in 1968 to hold securities for its participants, and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. The Euroclear System is owned by Euroclear Clearance System Public Limited Company and operated through a license agreement by the Euroclear operator, a bank incorporated under the laws of the Kingdom of Belgium. The Euroclear operator is regulated and examined by the Belgian Banking and Finance Commission and the National Bank of Belgium.

        The Euroclear operator holds securities and book-entry interests in securities for participating organizations and facilitates the clearance and settlement of securities transactions between Euroclear participants and between Euroclear participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries.

        The Euroclear operator provides Euroclear participants with, among other things, safekeeping, administration, clearance and settlement, securities lending and borrowing and related services.

        Non-participants of Euroclear may acquire, hold and transfer book-entry interests in securities through accounts with a direct participant of Euroclear or any other securities intermediary that holds a book-entry interest in the securities through one or more securities intermediaries standing between such other securities intermediary and the Euroclear operator.

        Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, collectively, which we refer to as the terms and conditions. The terms and conditions govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System, and receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under the terms and conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants. Distributions with respect to the securities held beneficially

61

through the Euroclear System will be credited to the cash accounts of Euroclear participants in accordance with the terms and conditions, to the extent received by the U. S. depositary for the Euroclear operator.

        Although the Euroclear operator has agreed to the procedures provided below in order to facilitate transfers of securities among Euroclear participants and between Euroclear participants and participants of other intermediaries, it is under no obligation to perform or continue to perform in accordance with such procedures, and such procedures may be modified or discontinued at any time.

        If you elect to acquire securities through an account with the Euroclear operator or some other securities intermediary, you must follow the settlement procedures of such an intermediary with respect to the settlement of new issues of securities. If you elect to acquire, hold or transfer securities through an account with the Euroclear operator or some other securities intermediary, you must follow the settlement procedures of such an intermediary with respect to the settlement of secondary market transactions of such securities.

        If you are an Euroclear participant, you may acquire, hold or transfer interests in securities by book-entry to accounts with the Euroclear operator. If you are not an Euroclear participant, you may acquire, hold or transfer interests in securities by book-entry to accounts with a securities intermediary who holds a book-entry interest in these securities through accounts with Euroclear.

        The Euroclear operator further advises that if you acquire, hold and transfer interests in securities by book-entry through accounts with the Euroclear operator or any other securities intermediary, you are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual provisions governing the relationship between their intermediary and each other intermediary, if any, standing between themselves and the securities.

        The Euroclear operator further advises that, under Belgian law, if you are credited with securities on the records of the Euroclear operator, you have a co-property right in the fungible pool of interests in securities on deposit with the Euroclear operator in an amount equal to the amount of interests in securities credited to their accounts. In the event of the insolvency of the Euroclear operator, Euroclear participants would have a right under Belgian law to the return of the amount and type of interests in securities credited to their accounts with the Euroclear operator. If the Euroclear operator does not have a sufficient amount of interests in securities on deposit of a particular type to cover the claims of all participants credited with interests in securities of that type on the Euroclear operator's records, all participants having an amount of interests in securities of that type credited to their accounts with the Euroclear operator will have the right under Belgian law to the return of their pro rata share of the amount of interests in securities actually on deposit.

        Under Belgian law, the Euroclear operator is required to pass on the benefits of ownership in any interests in securities on deposit with it (such as dividends, voting rights and other entitlements) to any person credited with those interests in securities on its records.

62

DESCRIPTION OF GUARANTEE AGREEMENT

        Silicon Valley Bancshares will enter into the guarantee agreement concurrently with the issuance of the trust preferred securities for the benefit of the holders of the trust preferred securities. Wilmington Trust Company will act as guarantee trustee under the guarantee agreement for the purposes of compliance with the Trust Indenture Act, and the guarantee will be qualified as an indenture under the Trust Indenture Act. The guarantee trustee will hold the guarantee for the benefit of the holders of the trust preferred securities.

        Because this is a summary of some provisions of the guarantee agreement, it may not contain all of the information that may be important to you. You should read the entire guarantee agreement, including the definitions in that agreement, and the Trust Indenture Act. Silicon Valley Bancshares and SVB Capital II filed the form of guarantee agreement as an exhibit to the registration statement of which this prospectus forms a part.

General

        Silicon Valley Bancshares will irrevocably and unconditionally agree to pay in full on a subordinated basis, to the extent set forth in this prospectus, the guarantee payments, as such term is defined below, to the holders of the trust preferred securities, as and when due, regardless of any defense, right of set-off or counterclaim that SVB Capital II may have or assert other than the defense of payment. The following payments, which we refer to as the "guarantee payments," with respect to the trust preferred securities, to the extent not paid or made by on behalf of SVB Capital II, will be subject to the guarantee agreement:

•

any accrued and unpaid distributions required to be paid on the trust preferred securities, to the extent that SVB Capital II has funds on hand available therefor at such time;



•

the redemption price with respect to any trust preferred securities called for redemption, to the extent that SVB Capital II has funds on hand available therefor at such time; and



•

upon a voluntary or involuntary dissolution, winding-up or liquidation of SVB Capital II, unless the junior subordinated debentures are distributed to holders of the trust preferred securities, the lesser of (a) the liquidation distribution as defined in the trust agreement and (b) the amount of assets of SVB Capital II remaining available for distribution to holders of trust preferred securities after satisfaction of liabilities to creditors of SVB Capital II as required by applicable law.

        Silicon Valley Bancshares may satisfy its obligation to make a guarantee payment by direct payment of the required amounts by Silicon Valley Bancshares to you or by causing SVB Capital II to pay those amounts to you.

        If Silicon Valley Bancshares does not make interest payments on the junior subordinated debentures held by SVB Capital II, SVB Capital II will not be able to pay distributions on the trust preferred securities and will not have funds legally available for that purpose. The guarantee agreement will rank subordinate and junior in right of payment to all senior debt of Silicon Valley Bancshares. See "—Status of the Guarantee Agreement" below. Because Silicon Valley Bancshares is a holding company, the right of Silicon Valley Bancshares to participate in any distribution of assets of any subsidiary upon the subsidiary's liquidation or reorganization or otherwise, is subject to the prior claims of creditors of that subsidiary, except to the extent Silicon Valley Bancshares may itself be recognized as a creditor of that subsidiary. Accordingly, Silicon Valley Bancshares' obligations under the guarantee agreement will be effectively subordinated to all existing and future liabilities of Silicon Valley Bancshares' subsidiaries, and claimants should look only to the assets of Silicon Valley Bancshares for payments under the guarantee agreement. The guarantee agreement does not limit the incurrence or issuance of other secured or unsecured debt of Silicon Valley Bancshares, including senior debt, whether under the indenture, any other indenture that Silicon Valley Bancshares may enter into in the future, or otherwise. Silicon Valley Bancshares expects from time to time to incur additional indebtedness, including indebtedness constituting senior debt.

63

Status of the Guarantee Agreement

        The guarantee agreement will constitute an unsecured obligation of Silicon Valley Bancshares and will rank subordinate and junior in right of payment to all senior debt in the same manner as the junior subordinated debentures.

        The guarantee agreement will constitute a guarantee of payment and not of collection. For example, the guaranteed party may institute a legal proceeding directly against Silicon Valley Bancshares to enforce its rights under the guarantee agreement without first instituting a legal proceeding against any other person or entity. The guarantee trustee will hold the guarantee agreement for the benefit of the holders of the trust preferred securities. The guarantee agreement will not be discharged except by payment of the guarantee payments in full to the extent not paid by SVB Capital II or upon distribution to the holders of the trust preferred securities of the junior subordinated debentures.

Amendments and Assignment

        Except with respect to any changes which do not adversely affect the rights of holders of the trust preferred securities in any material respect, in which case no vote will be required, the guarantee agreement may not be amended without the prior approval of the holders of not less than a majority of the aggregate liquidation amount of such outstanding trust preferred securities. All guarantees and agreements contained in the guarantee agreement shall bind the successors, assigns, receivers, trustees and representatives of Silicon Valley Bancshares and shall inure to the benefit of the holders of the trust preferred securities then outstanding.

Events of Default

        An event of default under the guarantee agreement will occur upon the default of Silicon Valley Bancshares on any of its payment or other obligations under that agreement and, except with respect to a default in payment of any guarantee payments, Silicon Valley Bancshares received notice of default and has not cured such default within 90 days of the receipt of such notice. The holders of not less than a majority in aggregate liquidation amount of the trust preferred securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee in respect of the guarantee agreement or to direct the exercise of any trust or power conferred upon the guarantee trustee under the guarantee agreement. You may institute a legal proceeding directly against Silicon Valley Bancshares to enforce your rights under the guarantee agreement without first instituting a legal proceeding against SVB Capital II, the guarantee trustee or any other person or entity.

        Silicon Valley Bancshares, as guarantor, is required to file annually with the guarantee trustee a certificate as to whether or not Silicon Valley Bancshares is in compliance with all the conditions and covenants applicable to it under the guarantee agreement.

Information Concerning the Guarantee Trustee

        The guarantee trustee, other than during the occurrence and continuance of a default by Silicon Valley Bancshares in performance of the guarantee agreement, undertakes to perform only those duties as are specifically set forth in the guarantee agreement. While an event of default with respect to the guarantee agreement exists, the guarantee trustee must exercise the rights and powers vested in it by the guarantee agreement and use the same degree of care and skill in exercising those rights and powers as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Subject to this provision, the guarantee trustee is under no obligation to exercise any of the powers vested in it by the guarantee agreement at the request of any holder of the trust preferred securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred thereby.

64

Termination of the Guarantee Agreement

        The guarantee agreement will terminate and be of no further force and effect upon the earliest of:

•

full payment of the redemption price of all of the trust preferred securities;



•

full payment of the amounts payable upon liquidation of SVB Capital II; or



•

distribution of junior subordinated debentures to the holders of the trust preferred securities.

        The guarantee agreement will continue to be effective or will be reinstated, as the case may be, if at any time any holder of the trust preferred securities must restore payment of any sums paid under the trust preferred securities or the guarantee agreement.

Governing Law

        The guarantee agreement will be governed by and construed in accordance with the laws of the State of California.

EXPENSE AGREEMENT

        Pursuant to the expense agreement entered into by Silicon Valley Bancshares under the trust agreement, Silicon Valley Bancshares will irrevocably and unconditionally guarantee to each person or entity to whom SVB Capital II becomes indebted or liable, the full payment of any costs, expenses or liabilities of SVB Capital II, including, without limitation, expenses relating to the offering of the trust securities and any expenses the property trustee may incur relating to the enforcement of the rights of the holders of the trust preferred securities or the junior subordinated debentures pursuant to the trust agreement and the indenture, respectively, other than obligations of SVB Capital II to pay to the holders of the trust preferred securities or other similar interests in SVB Capital II of the amounts due such holders pursuant to the terms of the trust preferred securities or such other similar interests, as the case may be. The expense agreement may be enforced against Silicon Valley Bancshares by any person or entity to whom SVB Capital II is or becomes indebted or liable.

RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES,
THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE AGREEMENT

Full and Unconditional Guarantee

        Silicon Valley Bancshares will guarantee payments of distributions and other amounts due on the trust preferred securities, to the extent SVB Capital II has funds available for the payment of such distributions as and to the extent set forth under "Description of Guarantee Agreement." Taken together, Silicon Valley Bancshares' obligations under the junior subordinated debentures, the indenture, the trust agreement, the expense agreement and the guarantee agreement provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the trust preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of those documents that has the effect of providing a full, irrevocable and unconditional guarantee of SVB Capital II's obligations under the trust preferred securities. If and to the extent that Silicon Valley Bancshares does not make payments on the junior subordinated debentures, SVB Capital II will not pay distributions or other amounts due on the trust preferred securities. The guarantee agreement does not cover payment of distributions when SVB Capital II does not have sufficient funds to pay those distributions. In that event, your remedy is to institute a legal proceeding directly against Silicon Valley Bancshares for enforcement of payment of your distributions. The obligations of Silicon Valley Bancshares under the guarantee agreement are subordinate and junior in right of payment to all senior debt.

65

Sufficiency of Payments

        As long as payments of interest and other payments are made when due on the junior subordinated debentures, those payments will be sufficient to cover distributions and other payments due on the trust preferred securities, primarily because:

•

the aggregate principal amount of the junior subordinated debentures will be equal to the sum of the aggregate liquidation amount of the trust preferred securities and common securities;



•

the interest rate and interest and other payment dates on the junior subordinated debentures will match the distribution rate and distribution and other payment dates for the trust preferred securities;



•

Silicon Valley Bancshares will pay for all and any costs, expenses and liabilities of SVB Capital II except SVB Capital II's obligations to holders of trust preferred securities; and



•

the trust agreement provides that SVB Capital II will not engage in any activity that is not consistent with its limited purposes.

        Notwithstanding anything to the contrary in the indenture, Silicon Valley Bancshares has the right to set-off any payment it is otherwise required to make thereunder with and to the extent Silicon Valley Bancshares has theretofore made, or is concurrently on the date of such payment making, a payment under the guarantee agreement.

Enforcement Rights of Holders of the Trust Preferred Securities Under the Guarantee Agreement

        You may institute a legal proceeding directly against Silicon Valley Bancshares to enforce your rights under the guarantee agreement without first instituting a legal proceeding against the guarantee trustee, SVB Capital II or any other person or entity.

        A default or event of default under any senior debt would not constitute a default or event of default under the trust agreement. However, in the event of payment defaults under, or defaults that permit the acceleration of, senior debt, the subordination provisions of the indenture provide that no payments may be made in respect of the junior subordinated debentures until such senior debt has been paid in full or any payment default under the senior debt has been cured or waived. Failure to make required payments on the junior subordinated debentures constitutes an event of default under the trust agreement.

Limited Purpose of SVB Capital II

        The trust preferred securities evidence a beneficial interest in SVB Capital II, and SVB Capital II exists for the sole purpose of issuing and selling the trust securities, using the proceeds from the sale of the trust securities to acquire the junior subordinated debentures, and engaging in only those activities necessary, advisable or incidental to the above purposes. A principal difference between the rights of a holder of the trust preferred securities and a holder of a junior subordinated debenture is that a holder of a junior subordinated debenture is entitled to receive from Silicon Valley Bancshares the principal amount of and interest accrued on junior subordinated debentures held, while a holder of the trust preferred securities is entitled to receive distributions from SVB Capital II, or from Silicon Valley Bancshares under the guarantee agreement, if and to the extent SVB Capital II has funds available for the payment of such distributions.

Rights Upon Dissolution

        Upon any voluntary or involuntary dissolution, winding-up or liquidation of SVB Capital II involving the liquidation of the junior subordinated debentures, the holders of trust preferred securities will be entitled to receive, out of assets held by SVB Capital II, the liquidation distribution in cash. See "Description of the Trust Preferred Securities—Liquidation Distribution Upon Dissolution." Upon any

66

voluntary or involuntary liquidation or bankruptcy of Silicon Valley Bancshares, the property trustee, as holder of the junior subordinated debentures, would be a subordinated creditor of Silicon Valley Bancshares, subordinated in right of payment to all senior debt as set forth in the indenture, but entitled to receive payment in full of principal and interest, before any stockholders of Silicon Valley Bancshares receive payments or distributions. Since Silicon Valley Bancshares is the guarantor under the guarantee agreement and has agreed to pay for all costs, expenses and liabilities of SVB Capital II, other than SVB Capital II's obligations to the holders of its trust preferred securities, the positions of a holder of the trust preferred securities and a holder of junior subordinated debentures relative to the positions of other creditors and to stockholders of Silicon Valley Bancshares in the event of liquidation or bankruptcy of Silicon Valley Bancshares are expected to be substantially the same.

67

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

        In the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, tax counsel to Silicon Valley Bancshares, to whom we refer to in this prospectus as tax counsel, the following summary accurately describes the material United States federal income tax consequences that may be relevant to the purchase, ownership and disposition of the trust preferred securities. Unless otherwise stated, this summary deals only with trust preferred securities held as capital assets by United States persons, as defined below, who purchase the trust preferred securities upon original issuance at their original offering prices and references to "you" in this summary refer to such persons. As used in this prospectus, a "United States person" means a person that is:

•

a citizen or resident of the United States;



•

a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof;



•

an estate, the income of which is subject to United States federal income taxation regardless of its source;



•

a trust, if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more United States fiduciaries have the authority to control all substantial decisions of such trust; or



•

any other person whose income or gain in respect of trust preferred securities is effectively connected with the conduct of a United States trade or business.

        The tax treatment of holders may vary depending on their particular situation. This summary does not address all of the tax consequences that may be relevant to a particular holder or to holders of trust preferred securities who may be subject to special tax treatment, such as banks, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or currencies, or tax-exempt investors. In addition, this summary does not include any description of alternative minimum tax consequences or the tax laws of any state, local or foreign government that may be applicable to a holder of trust preferred securities. This summary is based on the Internal Revenue Code of 1986, as amended, which we refer to in this prospectus as the Internal Revenue Code, the Treasury regulations promulgated under the Internal Revenue Code and administrative and judicial interpretations of the Internal Revenue Code and Treasury regulations, as of the date of this prospectus, all of which are subject to change, possibly with retroactive effect.

        The following discussion does not discuss the tax consequences that may be relevant to persons that are not United States persons, which we refer to as "non-United States persons." Non-United States persons should consult their own tax advisors as to the specific United States federal income tax consequences of the purchase, ownership and disposition of trust preferred securities.

        The authorities on which this summary is based are subject to various interpretations, and the opinions of counsel are not binding on the Internal Revenue Service, or the courts, either of which could take a contrary position. Moreover, no rulings have been or will be sought from the Internal Revenue Service with respect to the transactions described herein. Accordingly, there can be no assurance that the Internal Revenue Service will not challenge the opinions expressed in this prospectus or that a court would not sustain such a challenge.

You should consult your own tax advisors with respect to the tax consequences to you of the purchase, ownership and disposition of the trust preferred securities, including the tax consequences under state, local, foreign, and other tax laws and the possible effects of changes in United States federal or other tax laws.

68

Classification of SVB Capital II

        In connection with the issuance of the trust preferred securities, counsel is of the opinion that, under current law and assuming compliance with the terms of the trust agreement, and based on certain facts and assumptions contained in such opinion, SVB Capital II will be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes. As a result, you will be treated as owning an undivided beneficial interest in the junior subordinated debentures. Accordingly, you will be required to include in your gross income your pro rata share of the interest income, including original issue discount, that is paid or accrued on the junior subordinated debentures. See "Interest Income and Original Issue Discount" below.

Classification of the Junior Subordinated Debentures

        Counsel is of the opinion that the junior subordinated debentures will be classified for United States federal income tax purposes as indebtedness of Silicon Valley Bancshares under current law. By accepting a trust preferred security, you covenant to treat the junior subordinated debentures as indebtedness and the trust preferred securities as evidence of an indirect beneficial ownership interest in the junior subordinated debentures. No assurance can be given, however, that such position of Silicon Valley Bancshares will not be challenged by the Internal Revenue Service, or, if challenged, that such a challenge will not be successful. The remainder of this discussion assumes that the junior subordinated debentures will be classified for United States federal income tax purposes as indebtedness of Silicon Valley Bancshares.

Interest Income and Original Issue Discount

        Counsel has issued its opinion to Silicon Valley Bancshares that, except in the case of the occurrence of an extension period, stated interest on the junior subordinated debentures will generally be included in income by a holder of trust preferred securities at the time such interest is paid or accrued in accordance with the holder's regular method of tax accounting, but that, if Silicon Valley Bancshares exercises its right to defer payments of interest on the junior subordinated debentures during an extension period, you will commence reporting interest income with respect to the junior subordinated debentures under the original issue discount rules of the Internal Revenue Code.

        Accordingly, Silicon Valley Bancshares will take the position for tax reporting purposes that, under the applicable Treasury regulations, the junior subordinated debentures will not be considered to have been issued with "original issue discount," which we refer to as OID, within the meaning of Section 1273(a) of the Internal Revenue Code. If, however, Silicon Valley Bancshares exercises its right to defer payments of interest on the junior subordinated debentures, the junior subordinated debentures will become OID instruments at such time, and you will be required to accrue the stated interest on the junior subordinated debentures on a daily basis during the extension period, even though we will not pay such interest until the end of the extension period, and even though you may be using the cash method of tax accounting. Moreover, the junior subordinated debentures will thereafter be taxed as OID instruments for as long as they remain outstanding. Thus, even after the end of the extension period, you would be required to continue to include the stated interest on the junior subordinated debentures in income on a daily economic accrual basis, regardless of your method of tax accounting and in advance of receipt of the cash attributable to such interest income. Under the OID economic accrual rules, you would accrue an amount of interest income each year that approximates the stated interest payments called for under the junior subordinated debentures, and actual cash payments of interest on the junior subordinated debentures would not be reported separately as taxable income.

        The Treasury regulations described above have not been interpreted by any court decisions or addressed in any rulings or other pronouncements of the Internal Revenue Service, and it is possible that the Internal Revenue Service could take a position contrary to the conclusions set forth in this prospectus.

69

If the Service asserted successfully that the stated interest on the junior subordinated debentures was OID regardless of whether Silicon Valley Bancshares exercises its right to defer payments of interest on the junior subordinated debentures, you will be required to include such stated interest in income on a daily economic accrual basis as described above.

        Since income on the trust preferred securities will constitute interest, corporate holders of preferred securities will not be entitled to a dividends-received deduction with respect to any interest income received.

Distribution of Junior Subordinated Debentures to Holders of Trust Preferred Securities

        Under current law, a distribution by SVB Capital II of the junior subordinated debentures as described under the caption "Description of the Trust Preferred Securities—Liquidation Distribution Upon Dissolution" will be non-taxable and will result in you receiving directly your pro rata share of the junior subordinated debentures previously held indirectly through SVB Capital II, with a holding period and aggregate tax basis equal to the holding period and aggregate tax basis you had in your trust preferred securities before such distribution. If, however, the liquidation of SVB Capital II were to occur because SVB Capital II is subject to United States federal income tax with respect to income accrued or received on the junior subordinated debentures as a result of a tax event or otherwise, the distribution of junior subordinated debentures to you by SVB Capital II could be a taxable event to SVB Capital II and to you, and you would recognize gain or loss as if you had exchanged your trust preferred securities for the junior subordinated debentures you received upon the liquidation of SVB Capital II. You would recognize interest income with respect to junior subordinated debentures received from SVB Capital II in the manner described above under "Interest Income and Original Issue Discount."

Sales or Redemption of Trust Preferred Securities

        Gain or loss will be recognized by you on a sale of trust preferred securities (including a redemption for cash) in an amount equal to the difference between the amount realized and your adjusted tax basis in the trust preferred securities sold or so redeemed. If Silicon Valley Bancshares does not exercise its right to defer payment of interest on the junior subordinated debentures, your "adjusted tax basis" in the trust preferred securities will generally equal your initial purchase price. If Silicon Valley Bancshares defers payment of interest, your adjusted tax basis will equal your initial purchase price increased by any OID previously included in your gross income to the date of disposition and decreased by payments received on the trust preferred securities after Silicon Valley Bancshares exercises its right to defer payment of interest and prior to the date of disposition. Gain or loss recognized by you on trust preferred securities held for more than one year will generally be taxable as long-term capital gain or loss.

        Amounts attributable to accrued interest with respect to your pro rata share of the junior subordinated debentures not previously included in income will be taxable as ordinary income, and, therefore, will not be includible in the amount realized upon the sale or redemption of the trust preferred securities.

Backup Withholding Tax And Information Reporting

        Interest paid, or, if applicable, OID accrued, if any, on the trust preferred securities held by United States persons, other than corporations and other holders of trust preferred securities who are exempt from "backup withholding," will be reported to the Internal Revenue Service. Backup withholding at a rate of 28% will apply to payments of interest to non-exempt United States persons unless the holder of trust preferred securities furnishes its taxpayer identification number in the manner prescribed in applicable Treasury regulations, certifies that such number is correct, certifies as to no loss of exemption from backup withholding and meets certain other conditions. Any amounts withheld from a holder under the backup withholding rules should generally be allowed as a credit against such holder's United States federal income tax liability if the required information is furnished to the Internal Revenue Service.

70

Possible Tax Law Changes Affecting The Trust Preferred Securities

        Certain administrative and legislative proposals have contained proposed tax law changes that would, among other things, generally deny certain issuers a deduction for interest with respect to certain long-term debt obligations that are not shown as indebtedness on the issuer's applicable consolidated balance sheet. Although these proposed tax law changes have not been enacted into law, there can be no assurance that such tax law changes will not be implemented by future legislation, which may adversely affect the federal income tax deductibility of interest payable on the junior subordinated debentures and trigger a tax event and possibly a redemption of the trust preferred securities.

        The Internal Revenue Service may also challenge the deductibility of interest paid on the junior subordinated debentures, which, if such challenge was sustained, would trigger a tax event and possibly a redemption of the trust preferred securities. Accordingly, there can be no assurance that a tax event will not occur.

The summary provided above is included as general information only. You should consult your own tax advisors with respect to the tax consequences to you of the purchase, ownership and disposition of the trust preferred securities, including the tax consequences under state, local, foreign, and other tax laws and the possible effects of changes in United States federal or other tax laws.

CERTAIN ERISA CONSIDERATIONS

General

        A fiduciary of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, which we refer to as ERISA, should consider the fiduciary standards under ERISA in the context of the particular circumstances of such plan before authorizing an investment in the trust preferred securities. Such fiduciary should consider whether the investment satisfies ERISA's diversification and prudence requirements, whether the investment constitutes an unauthorized delegation of fiduciary authority and whether the investment is in accordance with the documents and instruments governing the plan. In addition, ERISA and the code prohibit a wide range of transactions, which we refer to as prohibited Transactions, involving the assets of a plan subject to ERISA, the assets of an individual retirement account or plan subject to Section 4975 of the code, or any entity in which such a plan invests whose assets are deemed "plan assets." We refer to such plans or entities as an "ERISA plan," and persons who have certain specified relationships to the ERISA plan, as "parties in interest," within the meaning of ERISA, and "disqualified persons," within the meaning of the code. Prohibited transactions may require "correction" and may cause the ERISA plan fiduciary to incur certain liabilities and the parties in interest or disqualified persons to be subject to excise taxes.

        Governmental plans and certain church plans, each as defined under ERISA, are not subject to the prohibited transactions rules. Such plans may, however, be subject to federal, state or local laws or regulations which may affect their investment in the trust preferred securities. Any fiduciary of such a governmental or church plan considering an investment in the trust preferred securities should determine the need for, and the availability, if necessary, of any exemptive relief under such laws or regulations.

Trust Assets as "Plan Assets"

        The Department of Labor has issued final regulations, which we refer to as plan asset regulations, as to what constitutes assets of an employee benefit plan, which we refer to as plan assets under ERISA. The plan asset regulations provide that, as a general rule, when an ERISA plan acquires an equity interest in an entity and such interest does not represent a "publicly offered security" nor a security issued by an investment company registered under the Investment Company Act of 1940, as amended, the ERISA plan asset includes both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established that the equity interest is a "publicly offered security."

71

        For purposes of the plan asset regulations, a "publicly offered security" is a security that is:

•

"freely transferable;"



•

part of a class of securities that is "widely held;" and



•

sold to an ERISA plan as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act and part of a class of securities that is registered under the Exchange Act within 120 days, or such later time as may be allowed by the Commission, after the end of the fiscal year of the issuer during which the offering of such securities to the public occurred. The trust preferred securities will be registered under the Securities Act and the Exchange Act within the time periods specified in the plan asset regulations.

        The plan asset regulations provide that a security is "widely held" only if it is a part of the class of securities that is owned by 100 or more investors independent of the issuer and of one another. A security will not fail to be "widely held" because the number of independent investors falls below 100 subsequent to the initial offering as a result of events beyond the control of the issuer. We expect the trust preferred securities to be "widely held" upon the completion of the offering.

        The plan asset regulations provide that whether a security is "freely transferable" is a factual question to be determined on the basis of all the relevant facts and circumstances. The plan asset regulations further provide that when a security is part of an offering in which the minimum investment is $10,000 or less, as is the case with the offering of the trust preferred securities, certain restrictions ordinarily will not, alone or in combination, affect the finding that such securities are "freely transferable." We believe that any restrictions imposed on the transfer of the trust preferred securities are limited to the restrictions on transfer generally permitted under the plan asset regulations and are not likely to result in the failure of the trust preferred securities to be "freely transferable."

        An ERISA plan should not acquire or hold the trust preferred securities if our underlying assets will be treated as the assets of such ERISA plan. However, we believe that under the plan asset regulations, the trust preferred securities should be treated as "publicly offered securities" and, accordingly, our underlying assets should not be considered to be assets of any ERISA plan investing in the trust preferred securities.

Effect of Plan Asset Status

        ERISA generally requires that the assets of an ERISA plan be held in trust and that the trustee, or an investment manager (within the meaning of Section 3(38) of ERISA), have exclusive authority and discretion to manage and control the assets of the ERISA plan. As discussed above, our assets under current law do not appear likely to be assets of the ERISA plans receiving trust preferred securities as a result of the offering. However, if our assets were deemed to be assets of the ERISA plans under ERISA, certain of our directors and officers might be deemed fiduciaries with respect to the ERISA plans that invest in us and the prudence and other fiduciary standards set forth in ERISA would apply to them and to all investments.

        If our assets were deemed to be plan assets, transactions between us and parties in interest or disqualified persons with respect to the investing ERISA plan could be prohibited transactions unless a statutory or administrative exemption is available. In addition, investment authority would also have been improperly delegated to such fiduciaries, and, under certain circumstances, ERISA plan fiduciaries who make the decision to invest in the trust preferred securities could be liable as co-fiduciaries for actions taken by us that do not conform to the ERISA standards for investments under Part 4 of Title I of ERISA.

Prohibited Transactions

        We and/or any of our affiliates may be a party in interest or a disqualified person with respect to an ERISA plan investing in the trust preferred securities, and therefore, such investment by an ERISA plan

72

may give rise to a prohibited transaction such as a direct or indirect extension of credit by the investing ERISA plan to us and/or any of our affiliates. Consequently, before investing in the trust preferred securities, any person who is, or who is acquiring such securities for, or on behalf of, an ERISA plan should determine that either a statutory or an administrative exemption from the Prohibited Transaction rules discussed below or otherwise available is applicable to such investment in the trust preferred securities, or that such investment in, or acquisition of, such securities will not result in a non-exempt prohibited transaction.

        The statutory or administrative exemptions from the prohibited transaction rules under ERISA and the code which may be available to an ERISA Plan which is investing in the trust preferred securities include:

•

Prohibited transaction Class Exemption ("PTCE") 90-1, regarding investments by insurance company pooled separate accounts;



•

PTCE 91-38, regarding investments by bank collective investment funds;



•

PTCE 84-14, regarding transactions effected by qualified professional asset managers;



•

PTCE 96-23, regarding transactions effected by in-house asset managers; and



•

PTCE 95-60, regarding investments by insurance company general accounts.

We refer to the exemptions described in the bullet points above as ERISA investor exemptions.

        Notwithstanding the foregoing, trust preferred securities may not be acquired by any person who is, or who in acquiring such trust preferred securities is using the assets of, an ERISA plan unless one of the ERISA investor exemptions or another applicable exemption is available to the ERISA plan. The acquisition of the trust preferred securities by any person who is, or who in acquiring such trust preferred securities is using the assets of, an ERISA plan will be deemed to constitute a representation by such person to us that such person is eligible for exemptive relief available pursuant to one or more of the ERISA investor exemptions or another applicable exemption with respect to the acquisition and holding of such trust preferred securities and will not result in an non-exempt prohibited transaction.

The discussion in this prospectus of ERISA is general in nature and is not intended to be all inclusive. Any fiduciary of an ERISA plan, governmental plan or church plan considering an investment in the trust preferred securities should consult with its legal advisors regarding the consequences of such investment and consider whether the ERISA plan can make the representations noted above.

73

UNDERWRITER

        Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, Morgan Stanley & Co. Incorporated has agreed to purchase, and SVB Capital II has agreed to sell to Morgan Stanley, all of the trust preferred securities.

        Morgan Stanley is offering the trust preferred securities subject to its acceptance of the securities from SVB Trust II and subject to prior sale. The underwriting agreement provides that the obligation of Morgan Stanley to pay for and accept delivery of the trust preferred securities is conditioned upon the delivery of legal opinions by its counsel. Morgan Stanley is obligated to purchase all the trust preferred securities if any trust preferred securities are purchased.

        Morgan Stanley initially proposes to offer the trust preferred securities directly to the public at the public offering price set forth on the cover page of this prospectus. Morgan Stanley may also offer the trust preferred securities to securities dealers at a price that represents a concession not in excess of $.    per trust preferred security. Morgan Stanley may allow, and dealers may reallow, a concession not in excess of $.    per trust preferred security to certain other dealers. After the initial offering of the trust preferred securities, the offering price and other selling terms may from time to time be changed by Morgan Stanley.

        Because the proceeds from the sale of the trust preferred securities will be used to purchase the junior subordinated debentures issued by Silicon Valley Bancshares, the underwriting agreement provides that Silicon Valley Bancshares will pay to Morgan Stanley as compensation for its services $            per trust preferred security, or $            in the aggregate.

        Silicon Valley Bancshares and SVB Trust II have agreed that, without the prior written consent of Morgan Stanley, they will not, during the period beginning on the date of the underwriting agreement and continuing to and including the closing under the underwriting agreement:

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any securities of Silicon Valley Bancshares or SVB Trust II that are substantially similar to the trust preferred securities, junior subordinated debentures or securities convertible into or exercisable or exchangeable for such securities; or



•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities,

whether any transactions described above are to be settled by securities, in cash or otherwise, except in the offering.

        Prior to this offering, there has been no public market for the trust preferred securities. SVB Trust II has applied to list the trust preferred securities on the NASDAQ National Market. In order to meet one of the requirements for listing the trust preferred securities on the NASDAQ National Market, Morgan Stanley intends to sell trust preferred securities to a minimum of 400 beneficial holders in lots of 100 trust preferred securities or more. If the listing is approved, trading of the trust preferred securities on the NASDAQ National Market is expected to commence within 30 days after they are first issued. Morgan Stanley has advised SVB Trust II that it presently intends to make a market in the trust preferred securities prior to the commencement of trading on the NASDAQ National Market. Morgan Stanley is not obligated to make a market in the trust preferred securities, however, and may discontinue market making activities at any time without notice. No assurance can be given as to the liquidity of any trading market for the trust preferred securities.

        Silicon Valley Bancshares and SVB Trust II have agreed to indemnify Morgan Stanley and certain other persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments Morgan Stanley may be required to make under the Securities Act.

74

        In order to facilitate the offering of the trust preferred securities, Morgan Stanley may engage in transactions that stabilize, maintain or otherwise affect the price of the trust preferred securities. Specifically, Morgan Stanley may over-allot in connection with the offering, creating a naked short position in the trust preferred securities for its own account. Morgan Stanley must close out any naked short position by purchasing trust preferred securities in the open market. A naked short position is more likely to be created if Morgan Stanley is concerned that there may be downward pressure on the price of the trust preferred securities in the open market after pricing that could adversely affect investors who purchase trust preferred securities in the offering. As an additional means of facilitating the offering of trust preferred securities, Morgan Stanley may bid for and purchase these trust preferred securities in the open market to stabilize the price of these trust preferred securities. Finally, Morgan Stanley may reclaim selling concessions allowed to an underwriter or a dealer for distributing the trust preferred securities in the offering, if the syndicate repurchases previously distributed trust preferred securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the trust preferred securities above independent market levels or prevent or retard a decline in the market price of the trust preferred securities. Morgan Stanley is not required to engage in these activities, and may end any of these activities at any time.

        It is expected that delivery of the trust preferred securities will be made against payment therefor on or about the date specified in the last paragraph of the cover page of this prospectus, which will be the fifth business day following the date of the pricing of the trust preferred securities. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade trust preferred securities on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the trust preferred securities initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement.

        Silicon Valley Bancshares will pay all expenses associated with the offer and sale of the trust preferred securities. Silicon Valley Bancshares estimates that such expenses, excluding underwriter's compensation and documents, will be $                        .

VALIDITY OF SECURITIES

        Certain matters of Delaware law relating to the validity of the trust preferred securities, the enforceability of the trust agreement and the formation of SVB Capital II will be passed upon by Richards, Layton & Finger, P.A., Wilmington, Delaware, special counsel to Silicon Valley Bancshares and SVB Capital II. The validity of the guarantee and the junior subordinated debentures will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Larry W. Sonsini, who will be a director of Silicon Valley Bancshares effective November 8, 2003, is a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation. Certain regulatory matters in connection with this offering will be passed upon for us by Pillsbury Winthrop LLP, Los Angeles, California. Certain legal matters in connection with this offering will be passed upon for the underwriter by Milbank, Tweed, Hadley & McCloy LLP, Palo Alto, California. Certain matters relating to United States federal income tax considerations will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation.

EXPERTS

        The consolidated financial statements of Silicon Valley Bancshares as of December 31, 2002 and 2001, and for each of the years in the three-year period ended December 31, 2002 have been incorporated by reference in this prospectus and in the registration statement in reliance upon the report of KPMG LLP, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

75

AVAILABLE INFORMATION

        Silicon Valley Bancshares and SVB Capital II have jointly filed with the Securities and Exchange Commission, which we refer to as the "Commission," a registration statement on Form S-3 under the Securities Act of 1933, as amended, which we refer to as the "Securities Act," with respect to the offering of the securities offered in this prospectus. This prospectus does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to us and the securities offered hereby, reference is made to the registration statement and the exhibits and the financial statements, notes and schedules filed as a part thereof or incorporated by reference therein, which may be inspected at the public reference facilities of the Commission, at the address set forth below. Statements made in this prospectus concerning the contents of any documents referred to herein are not necessarily complete, and in each instance are qualified in all respects by reference to a copy of such document filed as an exhibit to the registration statement.

        Silicon Valley Bancshares is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act," and in accordance therewith files reports, proxy statements and other information with the Commission. Reports, proxy statements and other information filed by Silicon Valley Bancshares can be inspected and copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549. The Commission also maintains a Web site (http://www.sec.gov) at which reports, proxy and information statements and other information regarding the Company may be accessed.

        No separate financial statements of SVB Capital II have been included or incorporated by reference in this prospectus. We do not consider that such financial statements would be material to you because SVB Capital II is a newly formed special purpose entity, has no operating history or independent operations and is not engaged in and does not propose to engage in any activity other than holding as trust assets the junior subordinated debentures of Silicon Valley Bancshares and issuing the trust securities. See "Prospectus Summary—SVB Capital II," "Description of the Trust Preferred Securities," "Description of Junior Subordinated Debentures" and "Description of Guarantee Agreement." In addition, we do not expect that SVB Capital II will be filing reports under the Exchange Act with the Commission.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        Silicon Valley Bancshares and SVB Capital II incorporate information into this prospectus by reference, which means that they disclose important information to you by referring you to another document filed separately with the Commission. The information incorporated by reference is deemed to be part of this prospectus, except for any such information superseded by information contained in later-filed documents or directly in this prospectus. This prospectus incorporates by reference the documents set forth below that Silicon Valley Bancshares and SVB Capital II have previously filed with the Commission.

76

These documents contain important information about Silicon Valley Bancshares and its financial condition.

Silicon Valley Bancshares SEC Filings (File No. 0-15637)	Period
Annual Report on Form 10-K (including the portions of the Proxy Statement Silicon Valley Bancshares' 2003 Annual Meeting of Stockholders incorporated by reference therein)	Year ended December 31, 2002
Current Reports on Form 8-K	Filed on May 7, 2003, May 15, 2003 and September 25, 2003
Quarterly Reports on Form 10-Q	For the quarter ended March 31, 2003 as originally filed on May 13, 2003 and as amended on September 25, 2003, and for the quarter ended June 30, 2003 as originally filed on August 14, 2003 and as amended on September 25, 2003
Description of trust preferred securities on Form 8-A	Filed on October     , 2003

        All documents that Silicon Valley Bancshares files with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus to the end of the offering under this document shall also be deemed to be incorporated in this prospectus by reference, except that Silicon Valley Bancshares is not incorporating any information from any future filed documents furnished under either Item 9 or Item 12 of any Current Report on Form 8-K.

        You may request a copy of these filings at no cost, by writing or calling Silicon Valley Bancshares at the following address or telephone number:

Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, CA 95054
(408) 654-7400
Attn: Investor Relations

        Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this document. These filings are also available free of charge through Silicon Valley Bancshares' Internet website, at http://www.svb.com.

77

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee		$	4,045
NASD fee			5,500
Nasdaq fees			10,000
Trustees' fees and expenses			10,000
Legal fees and expenses			340,000
Blue Sky fees and expenses			1,000
Accounting fees and expenses			110,000
Printing expenses			75,000
Miscellaneous expenses			30,455
	Total	$	586,000

        All of the above items except the registration fee and NASD fee are estimated.

Item 15.    Indemnification of Directors and Officers

        Our bylaws provide that the company will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company) by reason of the fact that he is or was a director or officer of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent authorized by the General Corporation Law of the State of Delaware against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid in settlement) reasonably incurred or suffered by such person in connection with such action, suit or proceeding.

        Our certificate of incorporation provides that our directors will not be personally liable to the company or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the company or our stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director, in addition to the limitation on personal liability described above, will be limited to the fullest extent permitted by the amended Delaware General Corporation Law.

        We are in the process of entering into indemnification agreements with each of our current directors and executive officers. These agreements provide our directors and executive officers with additional protection regarding the scope of the indemnification set forth in our certificate of incorporation and bylaws.

        We have obtained a policy of directors' and officers' liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

II-1

Item 16.    Exhibits

(a)	Exhibits
	1.1		Form of Underwriting Agreement.
	4.1		Form of Junior Subordinated Indenture.
	4.2	*	Form of Junior Subordinated Debenture.
	4.3	*	Certificate of Trust of SVB Capital II.
	4.4	*	Trust Agreement of SVB Capital II dated as of September 11, 2003.
	4.5	*	Form of Amended and Restated Trust Agreement of SVB Capital II.
	4.6	*	Form of Trust Preferred Certificate of SVB Capital II (included as an exhibit to Exhibit 4.5).
	4.7		Form of Guarantee Agreement.
	4.8	*	Form of Agreement as to Expenses and Liabilities (included as an exhibit to Exhibit 4.5).
	4.9	*	Form of Common Securities Certificate of SVB Capital II (included as an exhibit to Exhibit 4.5).
	4.10		Form of Officers' Certificate and Company Order.
	5.1		Opinion and Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
	5.2		Opinion and Consent of Richards, Layton & Finger, P.A.
	8.1		Opinion and Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant, as to certain federal income tax matters.
	12.1	*	Statements regarding Computation of Ratios.
	23.1		Consent of KPMG LLP.
	23.2		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1 above).
	23.3		Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2 above).
	23.4		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 8.1 above).
	24.1		A power of attorney is set forth on the signature page of the initial filing and this filing of this Registration Statement.
	25.1	*	Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Subordinated Indenture.
	25.2	*	Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Amended and Restated Trust Agreement.
	25.3	*	Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Trust Preferred Securities Guarantee Agreement.

*

Previously filed.

Item 17.    Undertakings

(a)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(b)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing

II-2

provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)

The Registrant hereby undertakes that:



(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.



(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on October 21, 2003.

SILICON VALLEY BANCSHARES
By:	/s/  KENNETH P. WILCOX Kenneth P. Wilcox President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated:

Name	Title	Date
* Alex W. Hart	Chairman of the Board of Directors	October 21, 2003
/s/  KENNETH P. WILCOX Kenneth P. Wilcox	President, Chief Executive Officer and Director (Chief Executive Officer)	October 21, 2003
* Donal D. Delaney	Controller (Principal Accounting Officer)	October 21, 2003
* Gary K. Barr	Director	October 21, 2003
* James F. Burns	Director	October 21, 2003
* G. Felda Hardymon	Director	October 21, 2003
* Stephen E. Jackson	Director	October 21, 2003
* James R. Porter	Director	October 21, 2003
* Michaela K. Rodeno	Director	October 21, 2003
*By: /s/  KENNETH P. WILCOX Kenneth P. Wilcox (Attorney-in-fact)

II-4

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth P. Wilcox as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign the Registration Statement filed herewith and any or all amendments to said Registration Statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended and otherwise), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following person in the capacities indicated:

/s/  MARC J. VERISSIMO Marc J. Verissimo Acting Chief Financial Officer
(Principal Financial Officer) October 21, 2003

II-5

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on October 21, 2003.

SVB CAPITAL II
By	/s/  MARC J. VERISSIMO Marc J. Verissimo TRUSTEE
By	/s/  PAULETTE MEHAS Paulette Mehas TRUSTEE
By	Donal D. Delaney TRUSTEE

II-6

INDEX TO EXHIBITS

Exhibit No.	Description
1.1	Form of Underwriting Agreement.
4.1	Form of Junior Subordinated Indenture.
4.2*	Form of Junior Subordinated Debenture.
4.3*	Certificate of Trust of SVB Capital II.
4.4*	Trust Agreement of SVB Capital II dated as of September 11, 2003.
4.5*	Form of Amended and Restated Trust Agreement of SVB Capital II.
4.6*	Form of Trust Preferred Certificate of SVB Capital II (included as an exhibit to Exhibit 4.5).
4.7	Form of Guarantee Agreement.
4.8*	Form of Agreement as to Expenses and Liabilities (included as an exhibit to Exhibit 4.5).
4.9*	Form of Common Securities Certificate of SVB Capital II (included as an exhibit to Exhibit 4.5).
4.10	Form of Officers' Certificate and Company Order.
5.1	Opinion and Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
5.2	Opinion and Consent of Richards, Layton & Finger, P.A.
8.1	Opinion and Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant, as to certain federal income tax matters.
12.1*	Statements regarding Computation of Ratios.
23.1	Consent of KPMG LLP.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1 above).
23.3	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2 above).
23.4	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 8.1 above).
24.1	A power of attorney is set forth on the signature page of the initial filing and this filing of this Registration Statement.
25.1*	Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Subordinated Indenture.
25.2*	Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Amended and Restated Trust Agreement.
25.3*	Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Trust Preferred Securities Guarantee Agreement.

*Previously filed.

QuickLinks

TABLE OF CONTENTS
PROSPECTUS SUMMARY
Silicon Valley Bancshares
SVB Capital II
Recent Developments
THE OFFERING
Risk Factors
Summary of Consolidated Financial Data
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
REGULATORY CAPITAL RATIOS
CAPITALIZATION
ACCOUNTING AND REGULATORY TREATMENT
MANAGEMENT
DESCRIPTION OF THE TRUST PREFERRED SECURITIES
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES
BOOK-ENTRY ISSUANCE
DESCRIPTION OF GUARANTEE AGREEMENT
EXPENSE AGREEMENT
RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE AGREEMENT
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
CERTAIN ERISA CONSIDERATIONS
UNDERWRITER
VALIDITY OF SECURITIES
EXPERTS
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS

EX-1.1

Exhibit 1.1

October [    ], 2003

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York  10036

Dear Sirs and Mesdames:

SVB Capital II, a Delaware statutory trust (the “Trust”), and Silicon Valley Bancshares, a Delaware corporation (the “Company” and, together with the Trust, the “Issuers”), as depositor of the Trust and as guarantor, propose, subject to the terms and conditions herein that the Trust issue and sell to Morgan Stanley & Co. Incorporated (the “Underwriter”) $50,000,000 aggregate liquidation amount of its [     ]% Cumulative Trust Preferred Securities having a liquidation value of $25 per security (the “Preferred Securities”).

The Trust will issue the Preferred Securities and its Common Securities (the “Common Securities”) pursuant to an Amended and Restated Trust Agreement to be dated as of October [   ], 2003 (the “Trust Agreement”), among the Company, as depositor, Wilmington Trust Company (the “Trust Company”), as property trustee (the “Property Trustee”) and as Delaware trustee (the “Delaware Trustee”), the Administrative Trustees named therein (the “Administrative Trustees”) and the holders from time to time of undivided interests in the assets of the Trust.  The Company will guarantee the Preferred Securities on a junior subordinated basis (the “Guarantee”) pursuant to a Guarantee Agreement to be dated as of October [   ], 2003 (the “Guarantee Agreement”), between the Company and the Trust Company, as Trustee (the “Guarantee Trustee”).  The Trust will purchase with the proceeds of the sale of the Preferred Securities and the Common Securities the [    ]% Junior Subordinated Deferrable Interest Debentures, due October [   ], 2033 (the “Subordinated Debentures”) of the Company in an amount equal to the combined liquidation amounts of the Preferred Securities and the Common Securities issued under a Junior Subordinated Indenture to be dated as of October [   ], 2003 (the “Indenture”), between the Company and the Trust Company, as Trustee (the “Indenture Trustee”).  The Company and the Trust will also enter into an Agreement As To Expenses and Liabilities, to be dated as of October [    ], 2003 (the “Expense Agreement”).

The Issuers have filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Preferred Securities, the Subordinated Debentures and the Guarantee Agreement and have filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus (the “Rule 424 Prospectus”) specifically relating to the Preferred Securities, the Subordinated Debentures and the Guarantee Agreement pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”).  The term “Registration Statement” means the registration statement, including the exhibits thereto, as amended to the date of this Agreement.  The term “Basic Prospectus” means the prospectus included in the Registration Statement.  The term “Prospectus” means the Basic Prospectus together with the Rule 424 Prospectus.  The term “preliminary prospectus” means a preliminary prospectus specifically relating to the Preferred Securities, together with the Basic Prospectus.  As used herein, the terms “Basic Prospectus,” “Prospectus” and “preliminary prospectus” shall include in each case the documents, if any, incorporated by reference therein (the “Exchange Act Reports”).  The terms “supplement,” “amendment” and “amend” as used herein shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

1.Representations and Warranties.  The Issuers jointly and severally represent and warrant to and agree with the Underwriter that:

(a)The Issuers meet the requirements for use of Form S-3 under the Securities Act.  The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration

Statement is in effect, and no proceedings for such purpose are pending before or, to the Issuers’ knowledge, threatened by the Commission.

(b)(i) Each document filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply, and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply (A) to statements or omissions in the Registration Statement or the Prospectus based upon information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use therein or (B) to that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee.

(c)The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in, individually or in the aggregate, a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

(d)The Trust has been duly created and is validly existing as a statutory trust in good standing under the Delaware Statutory Trust Act (the “Trust Act”) with the power and authority to own property and conduct its business as described in the Prospectus, and has conducted and will conduct no business other than the transactions contemplated by this Agreement and as described in the Prospectus; the Trust is not a party to or bound by any agreement or instrument other than this Agreement, the Trust Agreement and the agreements and instruments contemplated by this Agreement, the Trust Agreement and the Prospectus; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and the Trust Agreement and as described in the Prospectus; and the Trust is not a party to or subject to any action, suit or proceeding of any nature.

(e)Each subsidiary of the Company that is a “Significant Subsidiary” as defined in Rule 1-02(w) or Regulation S-X promulgated by the Commission (each a “Material Subsidiary”) has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each Material Subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in, individually or in the aggregate, a Material Adverse Effect; all of the issued and outstanding capital stock or other equity interests of each Material Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and such capital stock or other equity interests is owned by the Company, directly or through subsidiaries, free from liens and encumbrances. The Company and all of its Material Subsidiaries collectively account for at least 90% of each of (i) the net interest income of the Company for the three month period ended June 30,  2003 and (ii) the total assets of the Company as of June 30, 2003, in each case, as set forth in the Company’s Form 10-Q for the quarter ended June 30,  2003.

(f)Except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of Silicon Valley Bank, a California banking corporation (the “Subsidiary Bank”), are owned of record by

2

the Company either directly or through wholly-owned subsidiaries free and clear of any security interest and any other security interest, claims, liens or encumbrances.  No options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into any shares of capital stock or ownership interests in the Subsidiary Bank are outstanding.

(g)The Preferred Securities have been duly and validly authorized for issuance by the Trust and are in the form contemplated by the Trust Agreement and, subject to the qualifications set forth below, when certificates therefor in the form attached to the Trust Agreement are issued, executed and delivered and paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable preferred undivided beneficial interests in the assets of the Trust entitled to the benefits of the Trust Agreement; and the holders of the Preferred Securities will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware (the “DGCL”).  The issuance of the Preferred Securities is not subject to preemptive or other similar rights.

(h)The Common Securities have been duly and validly authorized for issuance by the Trust and are in the form contemplated by the Trust Agreement and, subject to the qualifications set forth below, when certificates therefor in the form attached to the Trust Agreement are issued, executed and delivered and paid for in accordance with the Common Securities Subscription Agreement (as defined below), will be validly issued, fully paid and nonassessable undivided beneficial interests in the assets of the Trust entitled to the benefits of the Trust Agreement.  All of the outstanding Common Securities of the Trust will be owned by the Company.  The issuance of the Common Securities is not subject to preemptive or other similar rights.

(i)Each of the Trust and the Company has all trust or corporate power, as applicable, to enter into this Agreement and the Company Agreements (as defined below) to which it is a party.  This Agreement has been duly authorized, executed and delivered by the Trust and the Company.  Each of the Company Agreements to which the Company or the Trust will be a party will be duly executed and delivered by the Company and/or the Trust, as applicable, on or prior to the Closing Date (as defined below).

(j)The Guarantee Agreement, the Trust Agreement, the Common Securities Subscription Agreement dated October     , 2003 between the Company and the Trust (the “Common Securities Subscription Agreement”), the Indenture and the Subordinated Debentures (collectively, the “Company Agreements”) have each been duly authorized by the Company and, when executed and delivered by the proper officers of the Company, and, in the case of the Guarantee Agreement, by the Guarantee Trustee, in the case of the Trust Agreement, by the Property Trustee, the Administrative Trustees and the Delaware Trustee, and, in the case of the Common Securities Subscription Agreement, by the Trust, and, in the case of the Indenture, by the Indenture Trustee, and, in the case of the Subordinated Debentures, when validly issued by the Company and validly authenticated and delivered by the Indenture Trustee, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, public policy and to general equity principles; and the Subordinated Debentures will be entitled to the benefits of the Indenture.

(k)The Expense Agreement has been duly authorized and, when executed and delivered by the proper officers of the Company and on behalf of the Trust by the Administrative Trustees, will constitute the legal, valid and binding instrument of each of the Company and the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, public policy and to general equity principles.

(l)The Trust Agreement, the Guarantee Agreement and the Indenture have been duly qualified under the Trust Indenture Act and the Preferred Securities, the Common Securities, the Trust Agreement, the Guarantee Agreement, the Subordinated Debentures, the Indenture and the Expense Agreement conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus.

3

(m)Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or the Underwriter for a brokerage commission, finder’s fee or other like payment for the offer and sale of the Preferred Securities as contemplated by this Agreement.

(n)No consent, approval, authorization, or order of, or filing with, any U. S. Federal or state governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement, the Company Agreements or the Expense Agreement in connection with the issuance and sale of the Preferred Securities, the issuance and sale of the Subordinated Debentures or the distribution of the Subordinated Debentures pursuant to or upon liquidation of the Trust, except such as have been described in the Prospectus or been obtained, or will have been obtained at the Closing Date, under the Securities Act, the Exchange Act and the Trust Indenture Act and such as may be required under the blue sky or securities laws of various states in connection with the offering of the Preferred Securities.

(o)The execution, delivery and performance by the Trust of this Agreement, the issuance and sale of the Preferred Securities and compliance with the terms and provisions hereof and thereof, the distribution of the Subordinated Debentures pursuant to or upon liquidation of the Trust, the purchase of the Subordinated Debentures by the Trust and the consummation by the Trust of the transactions contemplated herein, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any U.S. Federal or state statute, any rule, regulation or order of any governmental agency or body, including any Bank Regulator (as defined below) or any U.S. Federal or state court having jurisdiction over the Trust or any of its properties, or (ii) any agreement or instrument to which the Trust is a party or by which the Trust is bound or to which any of the properties of the Trust is subject, or (iii) the Trust Agreement or any other organizational documents of the Trust, except, in the case of clauses (i) and (ii) above, for such breaches, violations or defaults that do not and would not have, individually or in the aggregate, a Material Adverse Effect.  The Trust has full power and authority to authorize, issue and sell the Preferred Securities as contemplated by this Agreement.

(p)The execution, delivery and performance by the Company of this Agreement and the Company Agreements, the consummation by the Company of the transactions contemplated herein and therein, the issuance by the Company of the Guarantee, the distribution of the Subordinated Debentures pursuant to or upon liquidation of the Trust and the sale of the Subordinated Debentures to the Trust will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any U.S. Federal or state statute, any rule, regulation or order of any governmental agency or body, including any Bank Regulator (as defined below) or any U.S. Federal or state court having jurisdiction over the Company or any Material Subsidiary of the Company or any of their properties, or (ii) any agreement or instrument to which the Company or any such Material Subsidiary is a party or by which the Company or any such Material Subsidiary is bound or to which any of the properties of the Company or any such Material Subsidiary is subject, or (iii) the charter or by-laws of the Company or any such Material Subsidiary, except, in the case of clauses (i) and (ii) above, for such breaches, violations or defaults that do not and would not have, individually or in the aggregate, a Material Adverse Effect.  The Company has full power and authority to authorize, issue and sell the Subordinated Debentures and to issue the Guarantee.

(q)None of the Trust, the Company, any of its subsidiaries or any agent thereof acting on behalf of them has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Preferred Securities or the Subordinated Debentures or the issuance of the Guarantee to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

(r)Except as disclosed in the Prospectus, the Trust, the Company and its Material Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, except for liens, encumbrances and defects that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Prospectus, the Trust, the Company and its Material Subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4

(s)The Trust, the Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate U.S. Federal or state or other governmental agencies or bodies necessary to conduct the business now operated by them or contemplated in connection with the Preferred Securities and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(t)No labor dispute with the employees of the Company or any or its subsidiaries exists or, to the knowledge of the Company, is imminent that would reasonably be expected to have a Material Adverse Effect.

(u)The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) material to the conduct of the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.

(v)Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect; and the Company is not aware of any pending investigation which would reasonably be expected to lead to such a claim.

(w)Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against the Company, the Trust, any of their respective subsidiaries or any of their respective properties that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or would materially and adversely affect the ability of the Company or the Trust to perform their respective obligations under this Agreement or the Company Agreements to which each is a party, or which are otherwise material in the context of the sale of the Preferred Securities, the issuance of the Subordinated Debentures or the issuance of the Guarantee; and no such actions, suits or proceedings are, to the Company’s knowledge, threatened or contemplated.

(x)The Company is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”).  The Subsidiary Bank is a member of the Federal Reserve System and its deposit accounts are insured by the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent provided by law.  No proceeding for the termination of such insurance is pending or, to the Company’s knowledge, is threatened.  Except as disclosed in the Prospectus, neither the Company nor the Subsidiary Bank is subject to any cease and desist order, written agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive (other than orders or directives applicable to the banking industry as a whole) by, or is a recipient of any supervisory agreement letter from, or has adopted any board resolutions (other than board resolutions required by law or regulation and applicable to the banking industry as a whole) at the request of, Federal or state governmental authorities charged with the supervision or regulation of national banking associations, savings banks, banks, savings and loan companies or associations, bank holding companies or savings and loan holding companies or engaged in the insurance of bank deposits (collectively, “Bank Regulators”), neither the Company nor the Subsidiary Bank has been advised by any Bank Regulator that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, directive or extraordinary supervisory agreement letter, and neither the Company nor the Subsidiary Bank is contemplating (A) becoming a party to any such written agreement, memorandum of understanding, commitment letter or similar undertaking with any Bank Regulator or (B) adopting any such board resolutions at the request of any Bank Regulator.

5

(y)The financial statements, together with the related notes and schedules as set forth in the Exchange Act Reports, present fairly in all material respects the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries on the basis stated in the Exchange Act Reports at the indicated dates and for the indicated periods.  Such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods presented, and all adjustments necessary for a fair presentation of results for such periods have been made, except as otherwise stated therein and except that the unaudited financial statements included therein have been prepared in accordance with generally accepted accounting principles applicable to unaudited interim financial statements.  No other financial statements or schedules are required to be included in the Exchange Act Reports.  When read in conjunction with the Financial Statements (including the notes thereto) included in the Exchange Act Reports, the summary and selected financial and statistical data included in the Exchange Act Reports and the Prospectus present fairly in all material respects the information shown therein on the basis stated in the Exchange Act Reports and have been compiled on a basis consistent with the financial statements presented therein.

(z)Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus there has been no material adverse change, nor, to the Company’s knowledge, any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(aa)The Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and files reports with the Commission on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

(bb)Neither the Company nor the Trust is an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940 (the “Investment Company Act”); and neither the Company nor the Trust is or, after giving effect to the offering and sale of the Preferred Securities, the issuance of the Subordinated Debentures and the Guarantee and the application of the proceeds thereof as described in the Prospectus, will be an “investment company” or required to be registered under Section 8 of the Investment Company Act as defined in the Investment Company Act.

(cc)On the Closing Date, the Indenture, the Trust Agreement and the Guarantee Agreement will conform in all material respects to the requirements of the Trust Indenture Act, and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder.

(dd)The Company has not entered and will not enter into any contractual arrangement providing for the distribution of the Preferred Securities except for this Agreement, the Company Agreements, and as otherwise disclosed in the Prospectus.

(ee)The Company and its subsidiaries have filed all U.S. Federal, state, local and foreign tax returns or reports required to be filed, and have paid in full all taxes indicated by said returns or reports and all assessments received by it or any of them to the extent that such taxes have become due and payable, except where the Company and its subsidiaries are contesting in good faith such taxes and assessments and except where the failure to so file or pay would not reasonably be expected to have a Material Adverse Effect.  The Company and the Subsidiary Bank have also filed all required applications, reports, returns and other documents and information with all Bank Regulators except for such failures to file that would not reasonably be expected to have a Material Adverse Effect, and no such application, report, return or other document or information contained, as of the date it was filed, an untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading when made or failed to comply with the applicable requirements of the Bank Regulator with which such application, report, return, document or information was filed, except for such misstatements that would not reasonably be expected to have a Material Adverse Effect.

6

(ff)Except as otherwise disclosed to the Underwriter by the Company, no “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act (i) has imposed (or has informed the Company that it is considering imposing) any condition (financial or otherwise) on the Company’s retaining any rating assigned to the Company or any securities of the Company or (ii) has indicated to the Company that it is considering (a) the downgrading, suspension, or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any rating so assigned or (b) any change in the outlook for any rating of the Company or any securities of the Company.

(gg)To the Company’s knowledge, KPMG LLP, who have certified the financial statements of the Company and its subsidiaries, are independent accountants with respect to the Company and its subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants and its interpretations and rulings thereunder.

(hh)The Company and its subsidiaries maintain systems of internal accounting controls they believe sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(ii)Except as disclosed in the Prospectus, neither the Company nor the Trust has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Preferred Securities.

(jj)The minute books and stock record books of the Company and its Material Subsidiaries are complete and correct and accurately reflect all material actions taken at meetings of the stockholders and directors of the Company and the Material Subsidiaries, and of all committees thereof, including, without limitation, the loan committees and the audit committees of the Subsidiary Bank, since April 1, 2000, and all issuances and transfers of any shares of the capital stock of the Company and such subsidiaries since April 1, 2000.

(kk)The Company and its subsidiaries maintain insurance of the types and in the amounts generally deemed adequate in their respective businesses and consistent with insurance coverage maintained by similar companies and businesses, and as required by the rules and regulations of all governmental agencies having jurisdiction over the Company or the Subsidiary Bank, all of which insurance is in full force and effect.

(ll)Neither the Company nor its subsidiaries have, directly or indirectly, at any time during the past five years (A) made any unlawful contribution to any candidate for public office, or failed to disclose fully any contribution in violation of law, or (B) made any payment to any U.S. Federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

(mm)The Company is in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect.

(nn)The Company has applied for the Preferred Securities to be quoted on the Nasdaq National Market, shall use its best efforts to have the Preferred Securities quoted on the Nasdaq National Market or on a similar exchange and, as of the Closing Date, the Preferred Securities will have been approved for listing, subject to official notice of issuance only, on the Nasdaq National Market.

(qq)The Subsidiary Bank has been duly incorporated and is an existing corporation in good standing under the laws of the State of California, with power and authority to own its properties and

7

conduct its business as described in the Prospectus; and the Subsidiary Bank is duly qualified or otherwise permitted to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in a Material Adverse Effect.

Any certificate signed by any officer of the Company or the Trust and delivered to the Underwriter or counsel to the Underwriter pursuant to Section 5(h) or any secretary’s certificate or the equivalent thereof shall be deemed to be a representation and warranty of the Company and/or the Trust, as applicable, to the Underwriter as to the matters covered thereby.

2.Purchase and Sale.  Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Trust agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Trust, [         ] Preferred Securities, at a purchase price of $[     ] (the “Purchase Price”) per Preferred Security, plus any accumulated distributions thereon.

In consideration of such purchase on the Closing Date, the proceeds of which will be used by the Trust to purchase the Subordinated Debentures, the Company shall pay to the Underwriter as compensation, in immediately available funds, on the Closing Date $[           ] per Preferred Security, or $[           ] in the aggregate.

3.Terms of Public Offering.  The Company is advised by you that you propose to make a public offering of Preferred Securities as soon after this Agreement has been entered into as in your judgment is advisable.  The terms of the public offering of the Preferred Securities are set forth in the Prospectus.

4.Payment and Delivery.  Delivery of and payment for the Preferred Securities shall be made at the offices of Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304 or at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 a.m. Eastern Time, on October [    ], 2003, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”).  Delivery of the Preferred Securities shall be made to the Underwriter against payment by the Underwriter of the Purchase Price.  The Trust will deliver against payment of the Purchase Price the Preferred Securities in the form of one or more permanent global securities in definitive form deposited with or on behalf of Wilmington Trust Company, as custodian for The Depository Trust Company (“DTC”), for credit to the account of the Underwriter and registered in the name of Cede & Co., as nominee for DTC.  Interests in the permanent global Preferred Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus.

5.Conditions of the Obligation of the Underwriter.  The obligation of the Underwriter to purchase and pay for the Preferred Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Issuers herein, to the accuracy of the statements of officers of the Issuers made pursuant to the provisions hereof, to the performance by the Issuers of their respective obligations hereunder and to the following additional conditions precedent:

(a)  The Underwriter shall have received a letter, dated the date of this Agreement, of KPMG LLP in agreed form confirming that they are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder (“Rules and Regulations”) and to the effect that:

(i)  in their opinion the financial statements audited by them and incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related published Rules and Regulations;

(ii)  with respect to the three-month period ended March 31, 2003 and the three- and six-month periods ended June 30, 2003, nothing came to their attention that caused them to believe that:

8

(A)  any material modifications should be made to the unaudited consolidated financial statements for them to be in conformity with generally accepted accounting principles; or

(B)  the unaudited consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the rules and regulations adopted by the Commission;

(iii)  on the basis of a reading of the latest available unaudited, incomplete consolidated financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that:

(A)  at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of this Agreement, there was any change in the capital stock, except for changes as a result of exercised options or stock repurchase plans, or any increase in short-term indebtedness or long-term debt or any decrease in consolidated stockholder’s equity of the Company, as compared with amounts shown on the latest balance sheet incorporated by reference in the Registration Statement and the Prospectus; or

(B)  for the period from the closing date of the latest income statement incorporated by reference in the Registration Statement and the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated net interest income, net per share income or consolidated income before extraordinary items or in the ratio of earnings to fixed charges;

except in all cases set forth in clauses (iii)(A) and (iii)(B) above for changes, increases or decreases which the Registration Statement, the Prospectus or Exchange Act Reports disclose have occurred or may occur or which are described in such letter; and

(iv)  they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Registration Statement, the Prospectus and the Exchange Act Reports (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter.

(b)  The Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations.  Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company, the Trust or the Underwriter, shall be contemplated by the Commission.

(c)  Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of the Underwriter, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Preferred Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic

9

conditions or currency exchange rates or exchange controls as would, in the judgment of the Underwriter, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Preferred Securities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or the Nasdaq National Market, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States; or (vii) any major attack on, outbreak or escalation of hostilities or major act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Preferred Securities.

(d)  The Underwriter shall have received an opinion, dated the Closing Date, of Wilson Sonsini Goodrich & Rosati, P.C., special counsel for the Issuers, that:

(i)  The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus.  The Company is duly qualified to do business as a foreign corporation in the State of California.

(ii)  The Subsidiary Bank has been duly incorporated and is an existing corporation in good standing under the laws of the State of California, with corporate power and authority to own its properties and conduct its business as described in the Prospectus.  The Subsidiary Bank is duly qualified to do business as a foreign corporation in California, Colorado, Florida, Georgia, Massachusetts, Oregon, Texas and Virginia.

(iii)  The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

(iv)  Each of the Trust Agreement, the Guarantee Agreement and the Indenture has been duly authorized, executed and delivered by the Company and has been duly qualified under the Trust Indenture Act.  Each of the Guarantee Agreement and the Indenture constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(v)  The Expense Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(vi)  Assuming that each of the Indenture and Guarantee Agreement has been duly authorized, executed and delivered by the Trust Company and that the Expense Agreement has been duly authorized, executed and delivered by the Trust, each of the Indenture, the Guarantee Agreement and the Expense Agreement constitutes a valid and binding agreement of the Trust Company (in the case of the Indenture and the Guarantee Agreement) and the Trust (in the case of the Expense Agreement), enforceable against the Trust Company or the Trust, as the case may be, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(vii)  The Subordinated Debentures have been duly authorized, executed and delivered by the Company and when duly authenticated in accordance with the Indenture and delivered and paid for in accordance with the Underwriting Agreement, will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the

10

Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(viii)  Neither the Company nor the Trust is or, after giving effect to the offer and sale of the Preferred Securities and the application of the net proceeds thereof as described in the Prospectus, will be, an “investment company” as defined in the Investment Company Act.

(ix)  No consent, approval, authorization, filing with or, to the knowledge of such counsel, order of any U.S. Federal or California governmental agency or body or any U.S. Federal or California court is required to be obtained or made by the Company or the Subsidiary Bank for the consummation of the transactions contemplated by this Agreement, the Guarantee Agreement, the Trust Agreement, the Common Securities Subscription Agreement, the Indenture and the Subordinated Debentures (collectively, the “Operative Documents”) in connection with the issuance and sale of the Preferred Securities by the Trust.

(x)  To the knowledge of such counsel, there are no pending actions, suits or proceedings against the Company, any of its subsidiaries or any of their respective properties that such counsel believes would, individually or in the aggregate, have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under the Operative Documents, or which are otherwise material in the context of the sale of the Subordinated Debentures and Preferred Securities.

(xi)  The execution, delivery and performance of the Operative Documents and compliance with the terms and provisions thereof will not result in a breach or violation by the Company of any of the terms and provisions of, or constitute a default by the Company under (A) any U.S. Federal or California statute, rule, regulation or, to the knowledge of such counsel, order of, any U.S. Federal or California governmental agency or body or any U.S. Federal or California court having jurisdiction over the Company, the Subsidiary Bank or any of their properties, (B) any agreement listed on Schedule 2 Attached hereto (each a “Reviewed Agreement); or (C) the charter or bylaws of the Company or the Subsidiary Bank.  The Company has full corporate power and authority to authorize, issue and sell the Subordinated Debentures as contemplated by the Prospectus.

(xii)  The Registration Statement and the Prospectus and any amendment or supplement thereto made by the Issuers prior to the Closing Date (except for the financial statements and the notes thereto and financial statement schedules and other financial data included therein or omitted therefrom, and except the Trustees’ statements of eligibility on Form T-1, as to which such counsel need express no opinion) when it became effective or was filed with the Commission, as the case may be, and in each case at the Closing Date, complied as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act.  Each Exchange Act Report (except for the financial statements and the notes thereto and financial statement schedules and other financial data included therein or omitted therefrom as to which such counsel need express no opinion) appears on its face to comply as to form in all material respects with the requirements of the Exchange Act at the time it was filed with the Commission.

(xiii)  The information in the Prospectus under the headings “Description of the Trust Preferred Securities,” “Description of Junior Subordinated Debentures,” “Description of Guarantee Agreement,” “Relationship Among the Trust Preferred Securities, the Junior Subordinated Debentures and the Guarantee Agreement” insofar as it purports to summarize U.S. Federal or California laws, governmental rules or regulations or documents referred to therein fairly summarizes such matters in all material respects.

(xiv)  Subject to the limitations and qualifications referred to therein, the statements made in the Prospectus under the heading “Certain Federal Income Tax Consequences,” insofar as such statements address matters of law and legal conclusions, are correct in all material respects and

11

represent our opinion relating to the material federal income tax consequences of the acquisition, ownership and disposition of the trust preferred securities.

(xv)  The Registration Statement was declared effective under the Securities Act as of the date and time specified in such opinion and, to the best of such counsel’s knowledge and information, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been initiated or, to such counsel’s knowledge, threatened by the Commission.

In addition, such counsel shall state that no facts have come to the attention of such counsel that cause such counsel to believe (except for the financial statements and the notes thereto and financial statement schedules and other financial data included therein or omitted therefrom as to which such counsel need express no belief and except for that part of the Registration Statement that constitutes the Forms T-1 heretofore referred to) that (A) the Registration Statement and the Prospectus at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (B) the Prospectus as of its date or the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e)  The Underwriter shall have received an opinion, dated the Closing Date, of Pillsbury Winthrop LLP, bank regulatory counsel to the Issuers, that:

(i)  The Subsidiary Bank is a member of the Federal Reserve System and the deposits of the depositors in the Subsidiary Bank are insured by the FDIC to the extent set forth in the rules and regulations thereof. The Company and the Subsidiary Bank have all necessary consents and approvals under applicable U.S. Federal and state laws and regulations relating to banks and bank holding companies, including approvals of the Board of Governors of the Federal Reserve System (“FRB”), to own their respective assets and carry on their respective businesses as currently conducted except for those consents and approvals the absence of which would not have a material adverse effect upon the business of the Company and its Subsidiary Bank as a whole.

(ii)  The Company is duly registered as a bank holding company under the Bank Holding Company Act.

(iii)  The Company has all necessary approvals of the FRB to own the stock of its wholly-owned subsidiaries. Except as disclosed in the Prospectus, based on the reliance of such counsel on the Company’s certification, to the knowledge of such counsel, neither the Company nor the Subsidiary Bank is subject to any cease and desist order, written agreement (relating specifically to bank regulatory sanctions, restrictions or requirements) or memorandum of understanding with, or are a party to any similar commitment letter that has a material adverse effect on the Company’s ability to perform its obligations under the Operative Documents, or are subject to any written order or directive (other than orders or directives applicable to the banking industry as a whole) by, or is a recipient of any extraordinary supervisory agreement letter from, any Bank Regulator, and based on the reliance of such counsel on the Company’s certification, to the knowledge of such counsel, neither the Company nor the Subsidiary Bank has been advised by any of the Bank Regulators that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, directive, or extraordinary supervisory agreement letter, and neither the Company nor the Subsidiary Bank is contemplating becoming a party to any such written agreement, memorandum of understanding or commitment letter with any Bank Regulators. Based on the reliance of such counsel on the Company’s certification, to the knowledge of such counsel, neither the Company nor any wholly-owned subsidiary of the Company has received notice of or has actual knowledge of any proceeding or action relating specifically to the Company or its wholly-owned subsidiaries for the revocation or suspension of any consent, authorization, approval, order, license, certificate or permit issued by, or any other similar action or proposed action by, any Bank Regulator or the Commission (in its capacity as a

12

functional regulator of any such wholly-owned subsidiaries) that would have a material adverse effect on the Company and its wholly-owned subsidiaries taken as a whole.

(iv)  All consents, approvals, authorizations or orders of, or filings with the FRB, the California Department of Financial Institutions or the Federal Deposit Insurance Corporation (the “FHC Regulators”) or any court required to be obtained or made by the Company or the Subsidiary Bank for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Preferred Securities by the Trust and the issuance and sale of the Subordinated Debentures and the issuance of the Guarantee by the Company have been made or obtained, except as required following the initial issuance and sale of the Subordinated Debentures by the Company by the terms of any Operative Document.

(v)  The execution, delivery and performance of the Indenture and this Agreement, the issuance and sale of the Preferred Securities by the Trust and the issuance and sale of the Subordinated Debentures and the issuance of the Guarantee by the Company and compliance with the respective terms and provisions thereof will not result in a breach or violation by the Company of any of the terms and provisions of, or constitute a default by the Company under, any statute, rule, regulation or order known to such counsel of the FHC Regulators or any court having jurisdiction over the Company or any wholly-owned subsidiary of the Company or any of their properties.

(vi)  None of the sale, issuance, execution or delivery by the Company of the Subordinated Debentures, the issuance and sale of the Preferred Securities by the Trust, the issuance of the Guarantee by the Company nor the application by the Company of the net proceeds therefrom as described in the Prospectus under the caption “Use of Proceeds” will contravene Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224).

(f)  The Underwriter shall have received an opinion, dated the Closing Date, of Richards, Layton & Finger, P.A., special counsel to the Trust Company as Property Trustee under the Trust Agreement, Indenture Trustee under the Indenture and Guarantee Trustee under the Guarantee Agreement, that:

(i)The Trust Company is duly incorporated and is validly existing in good standing as a banking corporation with trust powers under the laws of the State of Delaware.

(ii)The Trust Company has the requisite power and authority to execute, deliver and perform its obligations under each of the Indenture, the Guarantee Agreement and the Trust Agreement, has taken all necessary corporate action to authorize the execution, delivery and performance by it of each of the Indenture, the Guarantee Agreement and the Trust Agreement, and each of the Indenture, Guarantee Agreement and Trust Agreement has been duly executed and delivered by the Trust Company, and the Trust Agreement constitutes a legal, valid and binding obligation of the Trust Company, enforceable in accordance with its terms.

(iii)The Subordinated Debentures delivered on the Closing Date have been duly authenticated by the Indenture Trustee.

(g)  The Underwriter shall have received an opinion, dated the Closing Date, of Richards, Layton & Finger, P.A., special counsel to the Company and the Trust, that:

(i)the Trust has been duly created and is validly existing in good standing as a statutory trust under the Trust Act, and all filings required under the laws of the State of Delaware with respect to the creation and valid existence of the Trust as a statutory trust have been made.

(ii)Under the Trust Act and the Trust Agreement, the Trust has the trust power and authority to own its property and to conduct its business, all as described in the Prospectus.

13

(iii)Assuming the due authorization, execution and delivery thereof by each of the Company and the Administrative Trustees, the Trust Agreement constitutes a valid and binding obligation of the Company, the Property Trustee, the Delaware Trustee and the Administrative Trustees, and is enforceable against the Company, the Property Trustee, the Delaware Trustee and the Administrative Trustees, in accordance with its terms.

(iv)Under the Trust Act and the Trust Agreement, (a) the Trust has the trust power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Expense Agreement and (b) to issue and perform its obligations under the Preferred Securities and the Common Securities.

(v)Under the Trust Act and the Trust Agreement, the execution and delivery by the Trust of each of this Agreement and the Expense Agreement, and the performance by the Trust of its obligations hereunder and thereunder, have been duly authorized by all necessary trust action on the part of the Trust.

(vi)The Preferred Securities have been duly authorized by the Trust Agreement and are duly and validly issued and, subject to the qualifications set forth herein, fully paid and nonassessable undivided beneficial interests in the assets of the Trust and are entitled to the benefits of the Trust Agreement. The holders of Preferred Securities, as beneficial owners of the Trust, will be entitled to the same limitations of personal liability extended to stockholders of private corporations for profit organized under the DGCL.  Such counsel may note that the Holders may be obligated pursuant to the Trust Agreement (a) to provide indemnity and/or security in connection with and pay taxes or governmental charges arising from transfers or exchanges of Preferred Securities Certificates and the issuance of replacement Preferred Securities Certificates, and (b) to provide security or indemnity in connection with requests of or directions to the Property Trustee to exercise its rights and powers under the Trust Agreement.

(vii)The Common Securities have been duly authorized by the Trust Agreement and are duly and validly issued undivided beneficial interests in the assets of the Trust and are entitled to the benefits of the Trust Agreement.

(viii)Under the Trust Act and the Trust Agreement, the issuance of the Preferred Securities and Common Securities is not subject to preemptive rights.

(ix)The issuance and sale by the Trust of the Preferred Securities and Common Securities, the purchase by the Trust of the Subordinated Debentures, the execution, delivery and performance by the Trust of each of this Agreement and the Expense Agreement, the consummation by the Trust of the transactions contemplated by each of this Agreement and the Expense Agreement and the compliance by the Trust with its obligations hereunder and thereunder will not violate (i) any of the provisions of the Certificate of Trust or the Trust Agreement or (ii) any applicable Delaware law or administrative regulation.

(h)  The Underwriter shall have received from Milbank, Tweed, Hadley & McCloy LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date, with respect to the validity of the Preferred Securities, the Subordinated Debentures and the Guarantee and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

The opinions of Wilson Sonsini Goodrich and Rosati, Professional Corporation, Pillsbury Winthrop LLP and Richards, Layton and Finger, P.A. in paragraphs (d), (e), (f) and (g) above shall be rendered to the Underwriter at the request of the Issuers and shall so state.

(i)  The Underwriter shall have received a certificate, dated the Closing Date, signed by the President or any Vice President and a principal financial or accounting officer on behalf of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company and the Trust in this Agreement are true and correct, that the Company and the

14

Trust have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the dates of the most recent financial statements incorporated by reference in the Prospectus and included in the Exchange Act Reports, there has been no material adverse change, nor, to their knowledge, any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in the Prospectus or the Exchange Act Reports or as described in such certificate.

(j)  The Underwriter shall have received a letter, dated the Closing Date, of KPMG LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection.

The Company will furnish the Underwriter with such conformed copies of such opinions, certificates, letters and documents as the Underwriter may reasonably request.  The Underwriter may in its sole discretion waive compliance with any conditions to the obligations of the Underwriter hereunder, whether in respect of the Closing Date or otherwise.

6.Covenants of the Issuers.  In further consideration of the agreements of the Underwriter herein contained, the Company and the Trust jointly and severally covenant with the Underwriter as follows:

(a)To furnish the Underwriter, without charge, [two] signed copies of the Registration Statement (including exhibits thereto) and to furnish the Underwriter in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 6(c) below, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as the Underwriter may reasonably request.

(b)Before amending or supplementing the Registration Statement or the Prospectus, to furnish to the Underwriter a copy of each such proposed amendment or supplement and, except to the extent otherwise required by law, not to file any such proposed amendment or supplement to which the Underwriter reasonably objects.

(c)If, during such period after the first date of the public offering of the Preferred Securities as in the opinion of counsel for the Underwriter the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriter, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Company) to which Preferred Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law.

(d)To endeavor to qualify the Preferred Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request.

(e)During the period when the Prospectus is required to be delivered under the Securities Act, to file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 and 15 of the Exchange Act subsequent to the time the Registration Statement becomes effective.

(f)To make generally available to the Trust’s security holders and to the Underwriter as soon as practicable an earning statement of the Company covering a twelve month period beginning on the first day of the first full fiscal quarter after the date of this Agreement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission

15

thereunder.  Such earning statement shall be made available not later than 45 days after the close of the period covered thereby (90 days in the case of any year-end period).

(g)For a period of 30 days from the date hereof, not to directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any Preferred Securities, and security convertible into or exchangeable into or exercisable for Preferred Securities or Subordinated Debentures or any debt securities substantially similar to the Subordinated Debentures or equity securities substantially similar to the preferred Securities (except for Subordinated Debentures and the Preferred Securities offered hereby),  without the prior written consent of the Underwriter.

(h)The Trust shall apply the proceeds of its sale of the Preferred Securities, combined with the proceeds from the sale by the Trust to the Company of the Common Securities to purchase an equivalent amount of the Subordinated Debentures of the Company.  All the net proceeds to be received by the Company from the sale of the Subordinated Debentures of the Company will be used as described in the Prospectus.

(i)Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the Trust’s and the Company’s obligations under this Agreement, including: (i) the expenses of the Company in connection with the registration and delivery of the Preferred Securities under the Securities Act, including the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Preferred Securities to the Underwriter, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Preferred Securities under state law and all expenses in connection with the qualification of the Preferred Securities for offer and sale under state law as provided in Section 6(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) the fees and disbursements of (x) the Company’s counsel and accountants; (y) the Trust Company and its counsel and (z) the Administrative Trustees and their counsel, (v) , (vi) any fees charged by the rating agencies for the rating of the Preferred Securities and the Subordinated Debentures, (vii) all costs and expenses incidental to listing the Preferred Securities and the Subordinated Debentures on the NASDAQ National Market; (viii) the costs and expenses of the Company and the Trust relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Preferred Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and the Trust and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) all other costs and expenses incident to the performance of the obligations of the Company and the Trust hereunder for which provision is not otherwise made in this Section and (x) all document production charges and reasonable expenses of counsel to the Underwriter incurred in connection with the drafting of any of the Operative Documents or this Agreement

7.Indemnity and Contribution.  (a)  Each of the Issuers agrees jointly and severally to indemnify and hold harmless the Underwriter and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Issuers shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Underwriter furnished to the Issuers in writing by the Underwriter expressly for use therein.  The foregoing, insofar as it relates to the Prospectus, shall not inure to the benefit of the Underwriter on

16

account of any losses, claims, damages or liabilities arising from the sale of any Preferred Securities by said Underwriter to any person if a copy of the Prospectus (as amended or supplemented, if prior to the distribution of the Prospectus to the Underwriter, the Company shall have furnished to said Underwriter any such supplement or amendment) but excluding the documents incorporated by reference therein, shall not have been sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale of the Preferred Securities to such person and such statement or omission is cured in the Prospectus.

(b)The Underwriter agrees to indemnify and hold harmless the Issuers, each of their directors, officers who sign the Registration Statement and each person, if any, who controls either of the Issuers within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuers to the Underwriter, but only with reference to information relating to the Underwriter furnished to the Issuers in writing by the Underwriter expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto.

(c)In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 7(a) or 7(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding.  In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred.  Such firm shall be designated in writing by the Underwriter, in the case of parties indemnified pursuant to Section 7(a) above, and by the Company, in the case of parties indemnified pursuant to Section 7(b) above.  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.  An indemnified party shall deliver, upon written request to the indemnifying party, a notice of determination as to whether such indemnified party consents to any settlement referred to above without unreasonable delay.

(d)To the extent the indemnification provided for in Section 7(a) or 7(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers on the one hand and the Underwriter on the other hand from the offering of the Preferred Securities or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(d)(i) above but also the relative fault of the Issuers on the one hand and of the Underwriter on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits

17

received by the Issuers on the one hand and the Underwriter on the other hand in connection with the offering of the Preferred Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of such Preferred Securities (before deducting expenses) received by the Issuers and the total underwriting discounts and commissions received by the Underwriter, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Purchase Price of the Preferred Securities.  The relative fault of the Issuers on the one hand and the Underwriter on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers or by the Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)The Issuers and the Underwriter agree that it would not be just or equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 7, the Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Preferred Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f)The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of the Issuers contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Underwriter or any person controlling the Underwriter or either of the Issuers, its officers or directors or any person controlling either of the Issuers and (iii) acceptance of and payment for any of the Preferred Securities.

If this Agreement shall be terminated by the Underwriter, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriter for all out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder.

8.Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by telecopy, as follows:

If to you:

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY  10036
Telecopy:  (212) 761-0366
Attention:  Legal Department

with a copy to:

Milbank, Tweed, Hadley & McCloy LLP
5 Palo Alto Square
3000 El Camino Real

18

Palo Alto, CA  94306
Telecopy:  (650) 739-7188
Attention:  Douglas A. Tanner, Esq.

If to the Company:

Silicon Valley Bancshares

3003 Tasman Drive

Santa Clara, CA  95054

Attention:  Derek Witte

Telecopy:  (408) 496-2495

With a copy to:

Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA  94304
Telecopy:  (650) 493-6811
Attention:  John A. Fore, Esq.

or, in each case, at such other address as may be specified in writing to the other parties hereto.

All such notices, requests, demands, waivers and other communications shall be deemed to have been received (w) if by personal delivery, on the day after such delivery, (x) if by certified or registered mail, on the seventh business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, and (z) if by telecopy, on the next day following the day on which such telecopy was sent; provided that a copy is also sent by certified or registered mail.

9.Counterparts.  This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

10.Applicable Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

The Company and the Trust hereby submit to the non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

11.Headings.  The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

19

Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below.

Very truly yours,
SILICON VALLEY BANCSHARES
By:
	Name:
	Title:
SVB CAPITAL II
By:
	Name:
	Title:      Administrative Trustee

Accepted:
MORGAN STANLEY & CO. INCORPORATED
By:
	Name:
	Title:

20

Schedule 1

The agreements or instruments to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, and which agreement or instrument is included as an exhibit filed pursuant to Items 601(b)(2), 601(b)(4), 601(b)(9) and 601(b)(10) of Regulation S-K to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, or which, as certified by the Company to us, would be required to be filed as such exhibit if the Company were filing an Annual Report on Form 10-K on the date of this opinion.

21

EX-4.1

EXHIBIT 4.1

SILICON VALLEY BANCSHARES

to

WILMINGTON TRUST COMPANY

Trustee

JUNIOR SUBORDINATED INDENTURE

Dated as of __________, 2003

____________________________________________________________________

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			1
	Section 1.1	Definitions	1
	Section 1.2	Compliance Certificate and Opinions	9
	Section 1.3	Forms of Documents Delivered to Trustee	10
	Section 1.4	Acts of Holders	10
	Section 1.5	Notices, Etc to Trustee and Company	13
	Section 1.6	Notice to Holders; Waiver	13
	Section 1.7	Conflict with Trust Indenture Act	13
	Section 1.8	Effect of Headings and Table of Contents	13
	Section 1.9	Successors and Assigns	13
	Section 1.10	Separability Clause	14
	Section 1.11	Benefits of Indenture	14
	Section 1.12	Governing Law	14
	Section 1.13	Non-Business Days	14
ARTICLE II SECURITY FORMS			14
	Section 2.1	Forms Generally	14
	Section 2.2	Form of Face of Security	15
	Section 2.3	Form of Reverse of Security	18
	Section 2.4	Additional Provisions Required in Global Security	21
	Section 2.5	Form of Trustee’s Certificate of Authentication	21
ARTICLE III THE SECURITIES			21
	Section 3.1	Title and Terms	21
	Section 3.2	Denominations	24
	Section 3.3	Execution, Authentication, Delivery and Dating	24
	Section 3.4	Temporary Securities	25
	Section 3.5	Registration, Transfer and Exchange	26
	Section 3.6	Mutilated, Destroyed Lost and Stolen Securities	28
	Section 3.7	Payment of Interest: Interest Rights Preserved	28
	Section 3.8	Persons Deemed Owners	30
	Section 3.9	Cancellation	30
	Section 3.10	Computation of Interest	30
	Section 3.11	Deferrals of Interest Payment Dates	30
	Section 3.12	Right of Set-Off	31
	Section 3.13	Agreed Tax Treatment	32
	Section 3.14	Shortening of Stated Maturity	32
	Section 3.15	CUSIP Numbers	32

TABLE OF CONTENTS

(Continued)

			Page
ARTICLE IV SATISFACTION AND DISCHARGE			32
	Section 4.1	Satisfaction and Discharge of Indenture	32
	Section 4.2	Application of Trust Money	33
ARTICLE V DEFAULT AND REMEDIES			34
	Section 5.1	Events of Default	34
	Section 5.2	Acceleration of Maturity; Rescission and Annulment	35
	Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	36
	Section 5.4	Trustee May File Proofs of Claim	37
	Section 5.5	Trustee May Enforce Claim Without Possession of Securities	37
	Section 5.6	Application of Money Collected	38
	Section 5.7	Limitation on Suits	38
	Section 5.8	Unconditional Right of Holders to Receive Principal Premium and Interest; Direct Action by Holders of Preferred Securities	39
	Section 5.9	Restoration of Rights and Remedies	39
	Section 5.10	Rights and Remedies Cumulative	39
	Section 5.11	Delay or Omission Not Waiver	40
	Section 5.12	Control by Holders	40
	Section 5.13	Waiver of Past Defaults	40
	Section 5.14	Undertaking for Costs	41
	Section 5.15	Waiver of Usury Stay or Extension Laws	41
ARTICLE VI THE TRUSTEE			42
	Section 6.1	Certain Duties and Responsibilities	42
	Section 6.2	Notice of Defaults	43
	Section 6.3	Certain Rights of Trustee	43
	Section 6.4	Not Responsible for Recitals or Issuance of Securities	44
	Section 6.5	May Hold Securities	44
	Section 6.6	Money Held in Trust	44
	Section 6.7	Compensation and Reimbursement	44
	Section 6.8	Disqualification; Conflicting Interests	45
	Section 6.9	Corporate Trustee Required; Eligibility	45
	Section 6.10	Resignation and Removal; Appointment of Successor	46
	Section 6.11	Acceptance of Appointment by Successor	47
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	48
	Section 6.13	Preferential Collection of Claims Against Company	49
	Section 6.14	Appointment of Authenticating Agent	49
ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY			50
	Section 7.1	Company to Furnish Trustee Names and Addresses of Holders	50
	Section 7.2	Preservation of Information, Communications to Holders	51

ii

TABLE OF CONTENTS

(Continued)

			Page
	Section 7.3	Reports by Trustee	51
	Section 7.4	Reports by Company	51
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE			53
	Section 8.1	Company May Consolidate, Etc., Only on Certain Terms	53
	Section 8.2	Successor Corporation Substituted	53
ARTICLE IX SUPPLEMENTAL INDENTURES			54
	Section 9.1	Supplemental Indentures without Consent of Holders	54
	Section 9.2	Supplemental Indentures with Consent of Holders	55
	Section 9.3	Execution of Supplemental Indentures	56
	Section 9.4	Effect of Consents; Effect of  Supplemental Indentures	57
	Section 9.5	Conformity with Trust Indenture Act	57
	Section 9.6	Reference in Securities to Supplemental Indentures	57
ARTICLE X COVENANTS			58
	Section 10.1	Payment of Principal, Premium and Interest	58
	Section 10.2	Maintenance of Office or Agency	58
	Section 10.3	Money for Security Payments to be Held in Trust	58
	Section 10.4	Statement as to Compliance	60
	Section 10.5	Waiver of Certain Covenants	60
	Section 10.6	Additional Sums	60
	Section 10.7	Additional Covenants	61
ARTICLE XI REDEMPTION OF SECURITIES			62
	Section 11.1	Applicability of This Article	62
	Section 11.2	Election to Redeem; Notice to Trustee	62
	Section 11.3	Selection of Securities to be Redeemed	62
	Section 11.4	Notice of Redemption	63
	Section 11.5	Deposit of Redemption Price	64
	Section 11.6	Payment of Securities Called for Redemption	64
	Section 11.7	Right of Redemption of Securities Initially Issued to a SVB Trust	64
ARTICLE XII SINKING FUNDS			65
	Section 12.1	Applicability of Article	65
	Section 12.2	Satisfaction of Sinking Fund Payments with Securities	65
	Section 12.3	Redemption of Securities for Sinking Fund	65
ARTICLE XIII SUBORDINATION OF SECURITIES			67
	Section 13.1	Securities Subordinate to Senior Debt	67
	Section 13.2	Payment Over of Proceeds Upon Dissolution, Etc	67
	Section 13.3	Prior Payment to Senior Debt Upon Acceleration of Securities	68

iii

TABLE OF CONTENTS

(Continued)

		Page
Section 13.4	No Payment When Senior Debt in Default	69
Section 13.5	Payment Permitted If No Default	70
Section 13.6	Subrogation to Rights of Holders of Senior Debt	70
Section 13.7	Provisions Solely to Define Relative Rights	70
Section 13.8	Trustee to Effectuate Subordination	71
Section 13.9	No Waiver of Subordination Provisions	71
Section 13.10	Notice to Trustee	71
Section 13.11	Reliance on Judicial Order or Certificate of Liquidating Agent	72
Section 13.12	Trustee Not Fiduciary for Holders of Senior Debt	72
Section 13.13	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights	72
Section 13.14	Article Applicable to Paying Agents	73
Section 13.15	Certain Conversions or Exchanges Deemed Payment	73

iv

SILICON VALLEY BANCSHARES

Reconciliation and tie between the Trust Indenture Act of 1939 (including cross-references to provisions of Sections 310 to and including 317 which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the Trust Reform Act of 1990, are a part of and govern the Indenture whether or not physically contained therein) and the Junior Subordinated Indenture, dated as of ______________, 2003.

Trust Indenture Act Section		Indenture Section
§ 310	(a) (1), (2) and (5)	6.9
	(a) (3)	Not Applicable
	(a) (4)	Not Applicable
	(b)	6.8, 6.10
	(c)	Not Applicable
§ 311	(a)	6.13
	(b)	6.13
	(c)	Not Applicable
§ 312	(a)	7.1, 7.2(a)
	(b)	7.2(b)
	(c)	7.2(c)
§ 313	(a)	7.3(a)
	(b)	7.3(b)
	(c)	1.6, 7.3(a), 7.3(b)
	(d)	7.3(c)
§ 314	(a) (1), (2) and (3)	7.4
	(a) (4)	7.4, 10.4
	(b)	Not Applicable
	(c) (1)	1.2
	(c) (2)	1.2
	(c) (3)	Not Applicable
	(d)	Not Applicable
	(e)	1.2
	(f)	Not Applicable
§ 315	(a)	6.1 (a)
	(b)	1.6, 6.2
	(c)	6.1 (b)
	(d)	6.1 (c)
	(d) (1)	6.1 (c) (A)
	(d) (2)	6.1 (c) (B)
	(d) (3)	6.1 (c) (C)
	(e)	5.14
§ 316	(a)	1.1

Trust Indenture Act Section		Indenture Section
	(a)(1)(A)	5.12
	(a)(1)(B)	5.13
	(a) (2)	Not Applicable
	(b)	5.8
	(c)	1.4(f)
§ 317	(a) (1)	5.3
	(a) (2)	5.4
	(b)	10.3
§318	(a)	1.7

Note:      This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Junior Subordinated Indenture.

JUNIOR SUBORDINATED INDENTURE, dated as of ______________, 2003, between SILICON VALLEY BANCSHARES, a Delaware corporation (hereinafter called the “Company”), having its principal office at 3003 Tasman Drive, Santa Clara, California 95054, and Wilmington Trust Company, as Trustee (hereinafter called the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured junior subordinated debt securities in series (hereinafter called the “Securities”) of substantially the tenor hereinafter provided, including, without limitation, Securities issued to evidence loans made to the Company of the proceeds from the issuance from time to time by one or more statutory trusts (each a “SVB Trust,” and, collectively, the “SVB Trusts”) of preferred beneficial interests in the assets of such Trusts (the Preferred Securities”) and common beneficial interests in the assets of such Trusts (the “Common Securities” and, collectively with the Preferred Securities, the “Trust Securities”), and to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered.

All things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been done.

NOW THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:

ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1             Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)           The terns defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b)           All other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c)           All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles which are generally accepted at the date or time of such computation: provided, that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company; and

(d)           The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“1940 Act” means the Investment Company Act of 1940, as amended.

“Act” when used with respect to any Holder has the meaning specified in Section 1.4.

“Additional Interest” means the interest, if any, that shall accrue on any interest on the Securities of any series the payment of which has not been made on the applicable Interest Payment Date and which shall accrue at the rate per annum specified or determined as specified in such Security.

“Additional Sums” has the meaning specified in Section 10.6.

“Additional Taxes” means the sum of any additional taxes, duties and other governmental charges to which a SVB Trust has become subject from time to time as a result of a Tax Event.

“Administrative Trustee” means, in respect of any SVB Trust, each Person identified as an “Administrative Trustee” or an “Administrative Agent” in the related Trust Agreement, solely in such Person’s capacity as Administrative Trustee or an Administrative Agent, as the case may be, of such SVB Trust under such Trust Agreement and not in such Person’s individual capacity, or any successor administrative trustee or successor administrative agent, as the case may be, appointed as therein provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; provided, however, no SVB Trust to which Securities have been issued shall be deemed to be an Affiliate of the Company.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Allocable Amounts,” when used with respect to any Senior Debt, means all amounts due or to become due on such Senior Debt.

2

“Amended and Restated Trust Agreement” means the amended and restated trust agreement substantially in the form attached here to as Annex B, or substantially in such form as may be contemplated by Section 3.1 with respect to the Securities at any series, as amended from time to time.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.

“Board of Directors” means either the board of directors of the Company or any committee of that board duly authorized to act hereunder.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, or such committee of the Board of Directors or officers of the Company to which authority to act on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the State of California are authorized or required by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee, or, with respect to the Securities of a series initially issued to a SVB Trust, the principal office of the Property Trustee under the related Trust Agreement, is closed for business.

“Capital Treatment Event” means the reasonable determination by the Company that, as a result of any amendment to, or change (including any prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such prospective change, pronouncement or decision is announced on or after the original issuance of the Preferred Securities of such SVB Trust, there is more than an insubstantial risk that the Company will not be entitled to treat the Preferred Securities (or any substantial portion thereof) as “Tier I Capital” (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the primary federal regulator of the Company, as then in effect and applicable to the Company.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

3

“Common Securities” has the meaning specified in the first recital of this Indenture.

“Common Stock” means the common stock, $0.001 par value per share, of the Company.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

“Company Request” and “Company Order” mean, respectively, the written request or order signed in the name of the Company by the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, its Chief Executive Officer, its President or a Vice President, and by its Chief Financial Officer, Treasurer, its Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

“Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered.

“Corporation” includes a corporation, association, company, joint-stock company or business trust.

“Debt” means, with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, (a) every obligation of such Person for money borrowed; (b) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (c) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person; (d) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); (e) every capital lease obligation of such Person; (f) all indebtedness of such Person whether incurred on or prior to the date of this Indenture or thereafter incurred, for claims in respect of derivative products, including interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; and (g) every obligation of the type referred to in clauses (a) through (f) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor or otherwise.

“Defaulted Interest” has the meaning specified in Section 3.7.

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary by the Company pursuant to Section 3.1 with respect to such series (or any successor thereto).

“Discount Security” means any security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

4

“Distributions,” with respect to the Trust Securities issued by a SVB Trust, means amounts payable in respect of such Trust Securities as provided in the related Trust Agreement and referred to therein as “Distributions.”

“Dollar” or “U.S. $” means the currency of the United States of America that, as at the time of payment, is legal tender for the payment of public and private debts.

“Event of Default” has the meaning specified in Article V unless otherwise specified in the supplemental indenture or the Officers’ Certificate delivered pursuant to Section 3.1 hereof creating a series of Securities.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules promulgated thereunder, and any statute successor thereto, in each case as amended from time to time.

“Extension Period” has the meaning specified in Section 3.11.

“Global Security” means a Security in the form prescribed in Section 2.4 evidencing all or part of a series of Securities, issued to the Depositary or its nominee for such series, and registered in the name of such Depositary or its nominee.

“Guarantee Agreement” means the Guarantee Agreement substantially in the form attached hereto as Annex C, or substantially in such form as may be specified as contemplated by Section 3.1 with respect to the Securities of any series, in each case as amended from time to time.

“Holder” means a Person in whose name a Security is registered in the Securities Register.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof or one or more Officers’ Certificates delivered pursuant to Section 3.1 and shall include the terms of each particular series of Securities established as contemplated by Section 3.1.

“Interest Payment Date” means as to each series of Securities the Stated Maturity of an installment of interest on such Securities.

“Investment Company Event” means, in respect of a SVB Trust, the receipt by the Company and an SVB Trust of an Opinion of Counsel, rendered by a law firm experienced in such matters, to the effect that, as a result of change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that such SVB Trust is or will be considered an “investment company” that is required to be registered under the 1940 Act, which change becomes effective on or after the date of original issuance of the Preferred Securities of such SVB Trust.

“Junior Subordinated Payment” has the meaning specified in Section 13.2.

5

“Liquidation Amount” has the meaning given to it in the Trust Agreement under which the applicable SVB Trust is formed.

“Maturity” when used with respect to any Security means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Notice of Default” means a written notice of the kind specified in Section 5.1(c).

“Officers’ Certificate” means a certificate signed by the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President, and by the Chief Financial Officer, Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, but not including an employee thereof, and who shall be reasonably acceptable to the Trustee.

“Original Issue Date” means the date of issuance specified as such in each Security.

“Outstanding” means, when used in reference to any Securities, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i)    Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(ii)   Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture; and

(iii)  Securities in substitution for or in lieu of which other Securities have been authenticated and delivered or which have been paid pursuant to Section 3.6, unless proof satisfactory to the Trustee is presented that any such Securities are held by Holders in whose hands such Securities are valid, binding and legal obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or, unless all the Securities of a series shall then be held by an Affiliate of the Company, any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the

6

Securities or any Affiliate of the Company or such other obligor.  Upon the written request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned or held by or for the account of the Company, or any other obligor on the Securities or any Affiliate of the Company or such obligor, and, subject to the provisions of Section 6.1, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.

“Paying Agent” means the Trustee or any Person authorized by the Company to pay the principal of or interest on any Securities on behalf of the Company.

“Person” means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment” means, with respect to the Securities of any series, the place or places where the principal of (and premium, if any) and interest on the Securities of such series are payable pursuant to Sections 3.1 and 3.11.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any security authenticated and delivered under Section 3.6 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost; destroyed or stolen Security.

“Preferred Securities” has the meaning specified in the first recital of this Indenture.

“Proceeding” has the meaning specified in Section 13.2.

“Property Trustee” means, in respect of any SVB Trust, the commercial bank or trust company identified as the “Property Trustee” in the related Trust Agreement, solely in its capacity as Property Trustee of such SVB Trust under such Trust Agreement and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as therein provided.

“Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date with respect to the Securities of a series means, the date which is fifteen days next preceding such Interest Payment Date (whether or not a Business Day).

“Representative” means the (a) indenture trustee or other trustee, agent or representative for any Senior Debt or (b) with respect to any Senior Debt that does not have any such trustee, agent or other representative, (i) in the case of such Senior Debt issued pursuant to our agreement providing for voting arrangements as among the holders or owners of such Senior Debt, any holder or owner of such Senior Debt acting with the consent of the required persons necessary to bind such holders or owners of such Senior Debt and (ii) in the case of all other such Senior Debt, the holder or owner of such Senior Debt.

7

“Responsible Officer” when used with respect to the Trustee means any officer of the Trustee assigned by the Trustee from time to time to administer its corporate trust matters.

“Securities” or “Security” means any debt securities or debt security, as the case may be, authenticated and delivered under this Indenture.

“Securities Register” and “Securities Registrar” have the respective meanings specified in Section 3.5.

“Senior Debt” means the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not such claim for post-petition interest is allowed in such proceeding), on Debt of the Company, whether incurred on or prior to the date of this Indenture or thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Securities, or to other Debt which is pari passu with, or subordinated to the Securities, provided, however, that Senior Debt shall not be deemed to include (a) any Debt of the Company which, when incurred and without respect to any election under Section 1111(b) of the Bankruptcy Reform Act of 1978, as amended, was without recourse to the Company, (b) any Debt of the Company to any of its Subsidiaries, (c) Debt to any employee of the Company, (d) any Securities and (e) the Company’s 8.25% Junior Subordinated Deferrable Interest Debentures; provided further, that Senior Debt shall be deemed to include the Company's Zero Coupon Convertible Subordinated Notes due June 15, 2008.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.

“Stated Maturity” when used with respect to any Security or any installment of principal thereof or interest thereon means the date specified pursuant to the terms of such Security as the date on which the principal of such Security or such installment of interest is due and payable, in the case of such principal, as such date may be shortened or extended as provided pursuant to the terms of such Security and this Indenture.

“Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries.  For purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“SVB Guarantee” means the guarantee by the Company of distributions on the Preferred Securities of a SVB Trust to the extent provided in the related Guarantee Agreement.

“SVB Trust” has the meaning specified in the first recital of this Indenture.

“Tax Event” means the receipt by the Company and any SVB Trust of an Opinion of Counsel (as defined in the relevant Trust Agreement) experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the

8

laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such prospective change, pronouncement or decision is announced on or after the original issuance of the Preferred Securities of such SVB Trust, there is more than an insubstantial risk that (a) such SVB Trust is, or will be within 90 days of the date of such Opinion of Counsel, subject to United States Federal income tax with respect to income received or accrued on the corresponding series of Securities, (b) interest payable by the Company on such corresponding series of Securities is not, or within 90 days of the date of such Opinion of Counsel will not be, deductible by the Company, in whole or in part, for United States Federal income tax purposes or (c) such SVB Trust is, or will be within 90 days of the date of such Opinion of Counsel, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

“Trust Agreement” means the Trust Agreement substantially in the form attached hereto as Annex A, as amended by the form of Amended and Restated Trust Agreement substantially in the form attached hereto as Annex B, or substantially in such form as may be specified as contemplated by Section 3.1 with respect to the Securities of any series, in each case as amended from time to time.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder and, if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbb), as amended and as in effect on the date as of this Indenture, except as provided in Section 9.5.

“Trust Securities” has the meaning specified in the first recital of this Indenture.

“Vice President” when used with respect to the Company, means any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

Section 1.2             Compliance Certificate and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers` Certificate stating that all conditions precedent (including covenants, compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including covenants; compliance with which constitute a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

9

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 10.4) shall include:

(1)           a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)           a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with, and

(4)           a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.3             Forms of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to matters upon which his certificate or opinion is based are erroneous.  Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions, or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.4             Acts of Holders.

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given to or taken by Holders may be embodied in and

10

evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments is or are delivered to the Trustee, and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a Person acting in other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.

(c)           The fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine.

(d)           The ownership of Securities shall be proved by the Securities Register.

(e)           Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

(f)            The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series; provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph.  If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date, provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date (as defined below) by Holders of the requisite principal amount of Outstanding Securities of such series on such record date.  Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render

11

ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken.  Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to institute proceedings referred to in Section 5.7(b) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such series.  If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to, join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date, provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date.  Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken.  Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.

With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day, provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6, on or prior to the existing Expiration Date.  If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.  Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

(g)           Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

12

Section 1.5             Notices, Etc to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(a)           the Trustee by any Holder, any holder of Preferred Securities or the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or

(b)           the Company by the Trustee, any Holder or any holder of Preferred Securities shall be sufficient for every purpose (except as otherwise provided in Section 5.1) hereunder if in writing and mailed, first class, postage prepaid, to the Company, addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.

Section 1.6             Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Securities Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 1.7             Conflict with Trust Indenture Act.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c) thereof, such imposed duties shall control.  If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

Section 1.8             Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.9             Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

13

Section 1.10           Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.11           Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns, the Holders of Senior Debt, the Holders of the Securities and, to the extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2, the holders of Preferred Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12           Governing Law.

This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles thereof, except that the immunities and standard of care of the Trustee shall be governed by Delaware law.

Section 1.13           Non-Business Days.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or the Securities) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day (and no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, until such next succeeding Business Day) with the same force and effect as if made on the Interest Payment Date or Redemption Date or at the Stated Maturity.

ARTICLE II

SECURITY FORMS

Section 2.1             Forms Generally.

The Securities of each series shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities.  If the form of Securities of any series is established by action taken

14

pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities.

The Trustee’s certificates of authentication shall be substantially in the form set forth in this Article.

The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such securities.

Section 2.2             Form of Face of Security.

SILICON VALLEY BANCSHARES

__% Junior Subordinated Debenture due ________

Registered	Principal Amount:
No.	CUSIP No.:

SILICON VALLEY BANCSHARES, a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________, or registered assigns, the principal sum of $________ Dollars on ____________; provided that the Company may shorten the Stated Maturity of the principal of this Security to a date not earlier than ________.  The Company further promises to pay interest on said principal sum from __________ or from the most recent interest payment date (each such date, an “Interest Payment Date”) on which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on the ______day of ____, ____, ____ and ____ of each year commencing ____________ at the rate of ____% per annum, until the principal hereof shall have become due and payable, plus Additional Interest, if any, until the principal hereof is paid or duly provided for or made available for payment and on any overdue principal and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of ____% per annum, compounded quarterly.  The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year.  The amount of interest payable for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months.  In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable.  A “Business Day” shall mean any day other than a Saturday or Sunday a day on which

15

banking institutions in the State of California are authorized or required by law or executive order to remain closed or on a day on which the Corporate Trust Office of the Trustee, or the principal office of the Property Trustee under the Amended and Restated Trust Agreement (hereinafter referred to) for [name of SVB Trust] is closed for business.  The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which shall be [insert Record Date] next preceding such Interest Payment Date.  Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than ____ days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

[If applicable insert—So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time during the term of this Security to defer payment of interest on this Security, at any time or from time to time, for up to 20 consecutive quarterly interest payment periods with respect to each deferral period (each an “Extension Period”], (during which Extension Periods the Company shall have the right to make partial payments of interest on any interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the extent permitted by applicable law)); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock (which includes common and preferred stock), (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company (including Securities issued by the Company pursuant to the Indenture other than she Securities represented by this certificate) that ranks pari passu with or junior in interest to this Security, (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiaries of the Company (if such guarantee ranks pari passu in all respects with or junior in interest to this Security) (other than, with respect to the foregoing clauses (i) through (iii), (a) dividends or distributions in capital stock of the Company (which includes common and preferred stock), (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the SVB Guarantee related to the Preferred Securities issued by [name of SVB Trust], and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers or employees) or (iv) redeem, purchase or acquire less than all of the Securities of this series or any of the Preferred Securities.  Prior to the termination of any such Extension Period, the Company may further extend such Extension Period, provided that such extension does not cause

16

such Extension Period to exceed ___ consecutive interest payment periods or to extend beyond the Stated Maturity.  Upon the termination of any such Extension Period and upon the payment of all amounts then due on any Interest Payment Date, and subject to the foregoing limitation, the Company may elect to begin a new Extension Period.  No interest shall be due and payable during an Extension Period except at the end thereof The Company shall give the Trustee, the Property Trustee and the Administrative Trustees of [name of SVB Trust] notice of its election to begin any Extension Period at least ___ Business Days prior to the earlier of (i) the date on which Distributions on the Preferred Securities would be payable except for the election to begin such Extension Period, or (ii) the date the Administrative Trustees are required to give notice to the New York Stock Exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of such Preferred Securities of the record date or (iii) the date such Distributions are payable, but in any event not less than ___ Business Days prior to such record date.  The Trustee shall give notice of the Company’s election to begin a new Extension Period to the holders of the Preferred Securities.  There is no limitation on the number of times that the Company may elect to begin an Extension Period.]

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Trustee or at the office of such paying agent or paying agents as the Company may designate from time to time, maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (ii) by transfer to an account maintained by the person entitled thereto, in immediately available funds, at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register.

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, unsecured and will rank junior and subordinate and subject in right of payments to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto.  Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.  Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

17

This Security is not a savings account or deposit or other obligation of a bank and is not insured by the Federal Deposit Insurance Corporation, by any other governmental agency, or otherwise.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

	SILICON VALLEY BANCSHARES
	By:
		[President or Vice President]
Attest:
[Secretary or Assistant Secretary]

Section 2.3             Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of __________, 2003 (herein called the “Indenture”), between the Company and Wilmington Trust Company, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $__________.

All terms used in this Security that are defined in the Indenture and in the Amended and Restated Trust Agreement, dated as of ___________, 2003, as amended (the “Amended and Restated Trust Agreement”), for [insert name of trust] among Silicon Valley Bancshares, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture or the Amended and Restated Trust Agreement, as the case may be.

[If applicable, insert—The Company may at any time, at its option, on or after __________, and subject to the terms and conditions of Article XI of the Indenture, and subject to the Company having received any necessary regulatory approval to do so if then required under applicable capital guidelines or policies, redeem this Security [in whole at any time] [or in part from time to time], at a redemption price equal to [insert redemption price] to the Redemption Date.]

18

[If applicable, insert—Upon the occurrence and during the continuation of a Tax Event, Investment Company Event or Capital Treatment Event in respect of a SVB Trust, the Company may, at its option, and subject to the Company having received any necessary regulatory approval to do so if then required under applicable capital guidelines or policies, at any time within 90 days of the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, [if applicable, insert—in whole but not in part], subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [insert redemption price] to the Redemption Date.]

[If applicable, insert—In the event of redemption of this Security in part only, a new Security or Securities of this series for the portion hereof not redeemed will be issued in the name of the Holder hereof upon the cancellation hereof.]

The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture.  The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

[If the Security is not a Discount Security, —As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a SVB Trust, if upon the occurrence and during the continuance of an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.]

19

[If the Security is a Discount Security, —As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a SVB Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee.  Such amount shall be equal to [insert formula for determining the amount].  Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.  Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.]

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.  No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Securities of this series are issuable only in registered form without coupons in denominations of minimum denominations of $25 and any integral multiples of $25 in excess thereof.  As provided in the Indenture and subject to certain limitations therein set forth, Securities of

20

this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same.

The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes each of the aforementioned persons shall treat this Security as indebtedness.

THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Section 2.4             Additional Provisions Required in Global Security.

Any Global Security issued hereunder shall, in addition to the provisions contained in Sections 2.2 and 2.3, bear a legend in substantially the following form:

“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.”

Section 2.5             Form of Trustee’s Certificate of Authentication.

This is one of the Securities referred to in the within mentioned Indenture.

Dated:
	[INSERT NAME OF TRUSTEE]
	as Trustee
	By:
		Authorized Officer

ARTICLE III

THE SECURITIES

Section 3.1             Title and Terms.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

21

The Securities may be issued in one or more series.  There shall be established in or pursuant to a Board Resolution, and set forth in an Officers’ Certificate (such Officers’ Certificate shall have the effect of a supplemental indenture for all purposes hereunder), or established in one or more indentures supplemental hereto, prior to the issuance of Securities of a series:

(a)           the title of the securities of such series, which shall distinguish the Securities of the series from all other Securities;

(b)           the limit, if any, upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder): provided, however, that the authorized aggregate principal amount of such series may be increased above such amount by a Board Resolution to such effect;

(c)           the Stated Maturity or Maturities on which the principal of the Securities of such series is payable or the method of determination thereof;

(d)           the rate or rates, if any, at which the Securities of such series shall bear interest, if any, the rate or rates and extent to which Additional Interest, if any, shall be payable in respect of any Securities of such series, the Interest Payment Dates on which such interest shall be payable, the right, pursuant to Section 3.11 or as otherwise set forth therein, of the Company to defer or extend an Interest Payment Date, and the Regular Record Date for the interest payable on any Interest Payment Date or the method by which any of the foregoing shall be determined;

(e)           the place or places where the principal of (and premium, if any) and interest on the Securities of such series shall be payable, the place or places where the Securities of such series may be presented for registration of transfer or exchange, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made;

(f)            the period or periods within or the date or dates on which, if any, the price or prices at which and the terms and conditions upon which the Securities of such series may be redeemed, in whole or in part, at the option of the Company;

(g)           the obligation or the right, if any, of the Company to prepay, repay or purchase the Securities of such series pursuant to any sinking fund, amortization or analogous provisions, or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

(h)           the denominations in which any Securities of such series shall be issuable, if other than denominations of $25 and any integral multiples of $25 in excess thereof;

22

(i)            if other than Dollars, the currency or currencies (including currency unit or units) in which the principal of (and premium, if any) and interest, if any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated;

(j)            the additions, modifications or deletions, if any, in the Events of Default or covenants of the Company set forth herein with respect to the Securities of such series;

(k)           if other than the principal amount thereof, the portion of the principal amount of Securities of such series that shall be payable upon declaration of acceleration of the Maturity thereof,

(l)            the additions or changes, if any, to this Indenture with respect to the Securities of such series as shall be necessary to permit or facilitate the issuance of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

(m)          any index or indices used to determine the amount of payments of principal of and premium, if any, on the Securities of such series or the manner in which such amounts will be determined;

(n)           whether the Securities of the series, or any portion thereof, shall initially be issuable in the form of a temporary Global Security representing all or such portion of the Securities of such series and provisions for the exchange of such temporary, Global Security for definitive Securities of such series;

(o)           if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in addition to or in lieu of those set forth in Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

(p)           the appointment of any Paying Agent or Agents for the Securities of such series;

(q)           the terms of any right to convert or exchange Securities of such series into any other securities or property of the Company, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit or facilitate such conversion or exchange;

(r)            the form or forms of the Trust Agreement, Amended and Restated Trust Agreement and Guarantee Agreement, if different from the forms attached hereto as Annexes A, B and C, respectively;

23

(s)           the relative degree, if any, to which the Securities of the series shall be senior to or be subordinated to other series of Securities in right of payment, whether such other series of Securities are Outstanding or not; and

(t)            any other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

The Securities shall be subordinated in right of payment to Senior Debt as provided in Article XIII.

Section 3.2             Denominations.

The Securities of each series shall be in registered form without coupons and shall be issuable in minimum denominations of $25 and integral multiples of $25 in excess thereof, unless otherwise specified as contemplated by Section 3.1.

Section 3.3             Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries.  The signature of any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.  At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities.  If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

24

(1)           if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;

(2)           if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture; and

(3)           that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable , in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 3.1 and this Section 3.3, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this section at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.  Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Section 3.4             Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination,

25

substantially of the tenor of the definitive Securities of such series in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay.  After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for that purpose without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series of authorized denominations having the same Original Issue Date and Stated Maturity and having the same terms as such temporary Securities.  Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

Section 3.5             Registration, Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities.  Such register is herein sometimes referred to as the “Securities Register.” The Trustee is hereby appointed “Securities Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security at the office or agency of the Company designated for that purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms.

At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms, upon surrender of the Securities to be exchanged at such office or agency.  Whenever any securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

26

No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities.

The provisions of Clauses (a), (b), (c) and (d) below shall apply only to Global Securities:

(a)           Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

(b)           Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as depositary, in each case unless the Company has approved a successor Depositary within 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (iii) the Company in its sole discretion determines that such Global Security will be so, exchangeable or transferable or (iv) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1.

(c)           Subject to Clause (b) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(d)           Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.6 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (i) to issue, transfer or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of selection for redemption of Securities pursuant to Article XI and ending at the close of business on the day of mailing of notice of redemption or (ii) to transfer or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, any portion thereof not to be redeemed.

27

Section 3.6             Mutilated, Destroyed Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Company or the Trustee to hold each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same issue and series of like tenor and principal amount; having the same Original Issue Date and Stated Maturity, and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity as may be required by them to hold each of them harmless, then; in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same issue and series of like tenor and principal amount, having the same Original Issue Date and Stated Maturity as such destroyed, lost or stolen Security, and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

The provisions of this Section 3.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.7             Payment of Interest: Interest Rights Preserved.

Interest on any Security of any series which is payable, and is punctually paid or duly provided for, on any Interest Payment Date, shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest in respect of Securities of such series, except that, unless otherwise provided in the Securities of such series, interest payable on the Stated Maturity of the principal of a Security shall be paid to the Person to whom principal is paid.  The initial payment of interest on any Security of any series which is issued between a Regular Record Date and the related Interest Payment Date

28

shall be payable as provided in such Security or in the Board Resolution pursuant to Section 3.1 with respect to the related series of Securities.

Any interest on any Security which is payable, but is not timely paid or duly provided for, on any Interest Payment Date for Securities of such series (herein called “Defaulted Interest”), shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (a) or (b) below:

(a)           The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series in respect of which interest is in default (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided.  Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder of a Security of such series at the address of such Holder as it appears in the Securities Register not less than 10 days prior to such Special Record Date.  The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper, customarily published in the English language on each Business Day and of general circulation in the State of California, but such publication shall not be a condition precedent to the establishment of such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (b).

(b)           The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of the series in respect of which interest is in default may be listed and, upon such notice as may be required by such exchange (or by the Trustee if the Securities are not listed), if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee.

29

Subject to the foregoing provisions of this Section 3.7, each Security delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 3.8             Persons Deemed Owners.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 3.9             Cancellation.

All Securities surrendered for payment, redemption, transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Securities surrendered directly to the Trustee for any such purpose shall be promptly canceled by it.   The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee.  No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture.  All canceled Securities shall be destroyed by the Trustee and the Trustee shall deliver to the Company a certificate of such destruction.

Section 3.10           Computation of Interest.

Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series for any period shall be computed on the basis of a 360-day year of twelve 30-day months and interest on the Securities of each series for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months.

Section 3.11           Deferrals of Interest Payment Dates.

If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an “Extension Period”).  During Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date.  No Extension Period shall end on a date other than an Interest Payment Date.  At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided however; that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay

30

any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock (which includes common and preferred stock), (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that ranks pari passu in all respects with, or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than, with respect to the foregoing clauses (i) through (iii), (a) dividends or distributions in capital stock of the Company (which includes common and preferred stock), (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the SVB Guarantee related to the Preferred Securities issued by the SVB Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers, employees or consultants) or (iv) redeem, purchase or acquire less than all of the Securities of such series or any of the Preferred Securities.  Prior to the termination of any such Extension Period, the Company may further extend such Extension Period, provided that such extension does not cause such Extension Period to extend beyond the Stated Maturity of the principal of such Securities.  Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements.  No interest shall be due and payable during an Extension Period, except at the end thereof.  The Company shall give the Trustee, the Property Trustee and the Administrative Trustees of the SVB Trust holding Securities of such series notice of its election of any Extension Period (or an extension thereof) at least one Business Day prior to the earliest of (i) the next succeeding date on which Distributions on the Preferred Securities of such SVB Trust would be payable except for the election to begin or extend such Extension Period or (ii) the date the Administrative Trustees are required to give notice to the New York Stock Exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of such Preferred Securities of the record date or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date.  The Trustee shall promptly give notice of the Company’s election to begin a new Extension Period to the holders of the Securities of such series.  There is no limitation on the number of times that the Company may elect to begin an Extension Period.

Section 3.12           Right of Set-Off.

With respect to the Securities of a series issued to a SVB Trust, notwithstanding anything to the contrary in the Indenture, the Company shall have the right to set-off any payment it is otherwise required to make thereunder in respect of any such Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or under Section 5.8 of the Indenture.

31

Section 3.13           Agreed Tax Treatment.

Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes, each of the aforementioned parties shall treat such Security as indebtedness.

Section 3.14           Shortening of Stated Maturity.

If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, the Company shall have the right to shorten the Stated Maturity of the principal of the Securities of such series at any time to any date not earlier than the first date on which the Company has the right to redeem the Securities of such series.  In the event that the Company elects to shorten the Stated Maturity of the Securities, it shall give notice to the Indenture Trustee, and the Indenture Trustee shall give notice of such shortening to the holders of the Securities no less than 60 days prior to the effectiveness thereof.

Section 3.15           CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1             Satisfaction and Discharge of Indenture.

This Indenture shall, upon Company Request, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(a)           either

(i)    all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or

32

discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or

(ii)   all such Securities not theretofore delivered to the Trustee for cancellation

(A)          have become due and payable, or

(B)           will become due and payable at their Stated Maturity within one year of the date of deposit, or

(C)           are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of Clause (ii) (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the currency or currencies in which the Securities of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest (including any Additional Interest) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(b)           the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(c)           the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Section 4.2             Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which such money or obligations have been deposited with or received by the Trustee.

33

ARTICLE V

DEFAULT AND REMEDIES

Section 5.1             Events of Default.

“Event of Default”, wherever used herein with respect to the Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)           default in the payment of any interest upon any Security of that series, including any Additional Interest in respect thereof, when it becomes due and payable, and continuance of such default for a period of 30 days (subject to the deferral of any due date in the case of an Extension Period); or

(b)           default in the payment of the principal of (or premium, if any, on) any Security of that series at its Stated Maturity, upon redemption, by declaration or otherwise; or

(c)           default in the performance or breach, in any material respect, of any covenant of the Company in this Indenture (other than a covenant, a default in the performance of which is elsewhere in this Section 5.1 specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied; or

(d)           the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(e)           the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit for creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be

34

adjudicated a bankrupt, or the taking of corporate action by the Company in furtherance of any such action; or

(f)            any other Event of Default provided with respect to Securities of that series.

Section 5.2             Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified in Section 5.1(d) or 5.1(e)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of a series issued to a SVB Trust, if, upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series fail to declare the principal of all the Securities of that series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified portion thereof) of and the accrued interest (including any Additional Interest) on all the Securities of such series shall become immediately due and payable.  Payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable as herein provided.  If an Event of Default specified in Section 5.1(d) or 5.1(e) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if the Securities of that series are Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms of that series) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

(a)           the Company has paid or deposited with the Trustee a sum sufficient to pay:

(i)    all overdue installments of interest (including any Additional Interest) on all Securities of that series,

(ii)   the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities, and

35

(iii)  all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(b)           all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of Securities of that series which has become due solely by such acceleration, have been cured or waived as provided in Section 5.13.

In the case of Securities of a series issued to a SVB Trust, the holders of a majority in aggregate Liquidation Amount of the related series of Preferred Securities issued by such SVB Trust shall also have the right to rescind and annul such declaration and its consequences by written notice to the Company and the Trustee subject to the satisfaction of the conditions set forth in Clauses (a) and (b) above of this Section 5.2.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 5.3             Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if:

(a)           default is made in the payment of any installment of interest (including any Additional Interest) on any Security when such interest becomes due and payable and such default continues for a period of 30 days (subject to the deferral of any due date in the case of an Extension Period), or

(b)           default is made in the payment of the principal of (and premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest (including any Additional Interest); and, in addition thereto, all amounts owing the Trustee under Section 6.7.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities, wherever situated.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any

36

covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.4             Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,

(a)           the Trustee (irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal (and premium, if any) or interest (including any Additional Interest)) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i)    to file and prove a claim for the whole amount of principal (and premium, if any) and interest (including any Additional Interest) owing and unpaid in respect to the Securities and to file such other papers or documents as may be necessary or advisable and to take any and all actions as are authorized under the Trust Indenture Act in order to have the claims of the Holders and any predecessor to the Trustee under Section 6.7 allowed in any such judicial proceedings; and

(ii)   in particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same in accordance with Section 5.6; and

(b)           any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee for distribution in accordance with Section 5.6, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it and any predecessor Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

Section 5.5             Trustee May Enforce Claim Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought

37

in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of all the amounts owing the Trustee and any predecessor Trustee under Section 6.7, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 5.6             Application of Money Collected.

Any money or property collected or to be applied by the Trustee with respect to a series of Securities pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal (or premium, if any) or interest (including any Additional Interest), upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section 6.7;

SECOND: Subject to Article XIII, to the payment of the amounts then due and unpaid upon such series of Securities for principal (and premium, if any) and interest (including any Additional Interest), in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such series of Securities for principal (and premium, if any) and interest (including any Additional Interest), respectively; and

THIRD: The balance, if any, to the Person or Persons entitled thereto.

Section 5.7             Limitation on Suits.

No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless:

(a)           such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(b)           the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(c)           such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request:

(d)           the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

38

(e)           no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Section 5.8Unconditional Right of Holders to Receive Principal Premium and Interest; Direct Action by Holders of Preferred Securities.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and (subject to Section 3.7) interest (including any Additional Interest) on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.  In the case of Securities of a series issued to a SVB Trust, if upon the occurrence and during the continuance of an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of such series to be immediately due and payable, any holder of the corresponding series of Preferred Securities issued by such SVB Trust, shall have the right, upon the occurrence and during the continuance of an Event of Default described in Section 5.1(a) or 5.1(b), to institute a suit directly against the Company for enforcement of payment to such holder of principal of (premium, if any) and (subject to Section 3.7) interest (including any Additional Interest) on the Securities having a principal amount equal to the aggregate Liquidation Amount of such Preferred Securities of the corresponding series held by such holder.

Section 5.9             Restoration of Rights and Remedies.

If the Trustee, any Holder or any holder of Preferred Securities has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee, such Holder or such holder of Preferred Securities, then and in every such case the Company, the Trustee, the Holders and such holder of Preferred Securities shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee, the Holders and the holders of Preferred Securities shall continue as though no such proceeding had been instituted.

Section 5.10           Rights and Remedies Cumulative.

Except as otherwise provided in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other

39

right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11           Delay or Omission Not Waiver.

No delay or omission of the Trustee, any Holder of any Security or any holder of any Preferred Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.

Every right and remedy given by this Article or by law to the Trustee or to the Holders and the right and remedy given to the holders of Preferred Securities by Section 5.8 may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, the Holders or the holders of Preferred Securities, as the case may be.

Section 5.12           Control by Holders.

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that:

(a)           such direction shall not be in conflict with any rule of law or with this Indenture.

(b)           the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(c)           subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.

Section 5.13           Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series and, in the case of any Securities of a series issued to a SVB Trust, the holders of Preferred Securities issued by such SVB Trust (as set forth in Section 9.2) may waive any past default hereunder and its consequences with respect to such series except a default:

(1)           in the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security of such series, unless such default has

40

been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by such acceleration has been deposited by the Trustee; or

(2)           in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Any such waiver shall be deemed to be on behalf of the Holders of all the Securities of such series or, in the case of a waiver by holders of Preferred Securities issued by such SVB Trust, by all holders of Preferred Securities issued by such SVB Trust.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 5.14           Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 16% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security on or after the respective Stated Maturities expressed in such Security.

Section 5.15           Waiver of Usury Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

41

ARTICLE VI

THE TRUSTEE

Section 6.1             Certain Duties and Responsibilities.

(a)           Except during the continuance of an Event of Default;

(A)          the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this indenture against the Trustee; and

(B)           in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; provided, however that in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b)           In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(c)           No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct except that

(A)          this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

(B)           the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(C)           the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of Holders pursuant to Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.

(d)           No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

42

(e)           Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1.

Section 6.2             Notice of Defaults.

Within 90 days after actual knowledge by a Responsible Officer of the Trustee of the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Securities Register, notice of such default, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of Securities of such series; and provided, further, that, in the case of any default of the character specified in Section 5.13, no such notice to Holders of Securities of such series shall be given until at least 30 days after the occurrence thereof.  For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Section 6.3             Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

(a)           the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, Security or other paper or document believed by it to be genuine and to have been signed or presented by the proper patty or parties;

(b)           any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c)           whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(d)           the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)           the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this

43

Indenture, unless such Holders, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f)            the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, indenture, Security or other paper or document, but the Trustee in its discretion may make such inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

(g)           the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Section 6.4             Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.  Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

Section 6.5             May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

Section 6.6             Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

Section 6.7             Compensation and Reimbursement.

The Company agrees

(a)           to pay to the Trustee from time to time compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time

44

(which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b)           to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, misconduct or bad faith; and

(c)           to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.  This indemnification shall survive the termination of this Indenture.

To secure the Company’s payment obligations in this Section 6.7, the Company and the Holders agree that the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee.  Such lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any successor statute.

Section 6.8             Disqualification; Conflicting Interests.

The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act.  Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of said Section 310(b).

Section 6.9             Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be

(a)           a corporation organized and doing business under the laws of the United States of America or of any State or Territory or the District of Columbia, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority, or

(b)           a corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act as Trustee pursuant to a rule, regulation or order of the Commission, authorized under such laws to exercise corporate trust powers, and subject to

45

supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section 6.9, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.9, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI.  Neither the Company nor any Person directly or indirectly controlling, controlled by or under common control with the Company shall serve as Trustee for the Securities of any series issued hereunder.

Section 6.10           Resignation and Removal; Appointment of Successor.

(a)           No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by !he” successor Trustee under Section 6.11.

(b)           The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.  If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(c)           The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.

(d)           If at any time:

(i)    the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(ii)   the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(iii)  the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

46

then, in any such case, (y) the Company, acting pursuant to the authority of a Board Resolution, may remove the Trustee with respect to all Securities, or (z) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

(e)           If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee with respect to the Securities of that or those series.  If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy; a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security for at least six months may, subject to Section 5.14, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(f)            The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of such series as their names and addresses appear in the Securities Register.  Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Section 6.11           Acceptance of Appointment by Successor.

(a)           In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b)           In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an

47

indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

(c)           Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section 6.11, as the case may be.

(d)           No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article VI.

Section 6.12           Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to al I or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article VI, without the execution or filing of any paper or any further act on the part of any of the parties hereto.  In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated, and in case any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor Trustee or in the name of such successor Trustee, and in all cases the certificate of

48

authentication shall have the full force which it is provided anywhere in the Securities or in this Indenture that the certificate of the Trustee shall have.

Section 6.13           Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

Section 6.14           Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.5, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.  Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority.  If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.14 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding, to all or substantially all of the corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to

49

the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be appointed unless eligible under the provision of this Section 6.14.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.14, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7.

If an appointment with respect to one or more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities referred to in the within mentioned Indenture.

Dated:
	INSERT NAME OF TRUSTEE As Trustee
	By:
		As Authenticating Agent
	By:
		Authorized Officer

ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1             Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee:

(a)           semi-annually, not more than 15 days after January 15 and July 15 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of January 1 and July 1 of such year, and

(b)           at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not

50

more than 15 days prior to the time such list is furnished, excluding from any such list names and addresses received by the Trustee in its capacity as Securities Registrar.

Section 7.2             Preservation of Information, Communications to Holders.

(a)           The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Securities Registrar.  The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.

(b)           The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided in the Trust Indenture Act.

(c)           Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act.

Section 7.3             Reports by Trustee.

(a)           The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant thereto.

(b)           Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 15 in each calendar year, commencing with the first July 15 after the first issuance of Securities under this Indenture.

(c)           A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed and also with the Commission.  The Company will notify the Trustee when any Securities are listed on any stock exchange.

Section 7.4             Reports by Company.

The Company shall file with the Trustee and with the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is required to be filed with the Commission.  Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall continue to file with the Commission and provide

51

the Trustee with the annual reports and the information, documents and other reports which are specified in Sections 13 and 15(d) of the Exchange Act.  The Company also shall comply with the other provisions of Trust Indenture Act Section 314(a).

52

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1             Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(a)           in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

(b)           immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing;

(c)           the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and any such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee, subject to Section 6.1, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Section 8.2             Successor Corporation Substituted.

Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated.

53

Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions.  All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1             Supplemental Indentures without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(a)           to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained; or

(b)           to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or

(c)           to establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1; provided, however, that the form and terms of Securities of any series may be established by a Board Resolution, as set forth in the Officers’ Certificate delivered to the Trustee pursuant to Section 3.1, without entering into a supplemental indenture for all purposes hereunder; or

(d)           to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(e)           to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than

54

all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or

(f)            to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or

(g)           to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (g) shall not adversely affect the interest of the Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to a SVB Trust and for so long as any of the corresponding series of Preferred Securities issued by such SVB Trust shall remain outstanding, the holders of such Preferred Securities; or

(h)           to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or

(i)            to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act.

Section 9.2             Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:

(a)           except to the extent permitted by Sections 3.11 or 3.14 or as otherwise specified as contemplated by Section 2.1 or Section 3.1 with respect to the deferral of the payment of interest on the Securities of any series or the shortening of the Stated Maturity of the Securities of any series, change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or reduce any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for

55

the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

(b)           reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(c)           modify any of the provisions of this Section, Section 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby; or

(d)           modify the provisions in Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner adverse to the Holders thereof;

provided, further, that, in the case of the Securities of a series issued to a SVB Trust, so long as any of the corresponding series of Preferred Securities issued by such SVB Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate Liquidation Amount of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and, subject to Section 3.7, unpaid interest (including any Additional Interest) thereon have been paid in full and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Preferred Securities provided therein without the prior consent of the holders of each Preferred Security then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and (subject to Section 3.7) unpaid interest (including any Additional Interest) thereon have been paid in full.

A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or Preferred Securities, or which modifies the rights of the Holders of Securities or holders of Preferred Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities or holders of Preferred Securities of any other series.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 9.3             Execution of Supplemental Indentures.

In executing or accepting the additional series of Securities created by any supplemental indenture permitted by this Article or the modifications thereby of any series of Securities previously created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the

56

execution of such supplemental indenture is authorized or permitted by this Indenture, and that all conditions precedent have been complied with.  The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.4             Effect of Consents; Effect of  Supplemental Indentures.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security.  However, any such Holder or subsequent Holder may revoke the consent as to its Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective.

Upon the execution of any supplemental indenture under this Article IX or delivery to the Trustee of the Officers’ Certificate pursuant to Section 3.1 hereof (which Officers’ Certificate shall have the effect of a supplemental indenture for all purposes hereunder), this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 9.5             Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article IX: and every Officers’ Certificate delivered to the trustee pursuant to Section 3.1 hereof shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.6             Reference in Securities to Supplemental Indentures.

Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX or delivery to the Trustee of the Officers’ Certificate pursuant to Section 3.1 hereof (which Officers’ Certificate shall have the effect of a supplemental indenture for all purposes hereunder) may, and shall if required by the Company, bear a notation in form approved by the Company as to any matter provided for in such supplemental indenture or such Officers’ Certificate.  If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Company, to any such supplemental indenture or such Officers’s Certificate may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

57

ARTICLE X

COVENANTS

Section 10.1           Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of such Securities and this Indenture.

Section 10.2           Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities, an office or agency where Securities of that series may be presented or surrendered for payment and an office or agency where Securities of that series may be surrendered for transfer or exchange and when notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served.  The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purposes.  The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency.  If at any time the Company shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all of such purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes.  The Company will give prompt written notice to the Trustee of any such designation and any change in the location of any such office or agency.

Section 10.3           Money for Security Payments to be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its failure so to act.

Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 a.m. New York time on each due date of the principal of or interest on any Securities, deposit with a

58

Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal and premium (if any) or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act.

The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.3, that such Paying Agent will:

(a)           hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b)           give the Trustee notice of any default by the Company (or any otter obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest:

(c)           at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and

(d)           comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment  thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the State of California, notice that such money remains unclaimed and that, after a date specified therein, which

59

shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 10.4           Statement as to Compliance.

The Company shall deliver to the Trustee, within 120 days after the end of each calendar year of the Company ending after the date hereof, an Officers’ Certificate covering the preceding calendar year, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance, observance or fulfillment of or compliance with any of the terms, provisions, covenants and conditions of this Indenture, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.  For the purpose of this Section 10.4, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture.

Section 10.5           Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any covenant or condition provided pursuant to Sections 3.1, 9.1(c), or 9.1(d) with respect to the Securities of any series, if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company in respect of any such covenant or condition shall remain in full force and effect.

Section 10.6           Additional Sums.

In the case of the Securities of a series issued to a SVB Trust, so long as no Event of Default has occurred and is continuing and except as otherwise specified as contemplated by Section 2.1 or Section 3.1, in the event that (i) such SVB Trust is the Holder of all of the Outstanding Securities of such series, (ii) a Tax Event in respect of such SVB Trust shall have occurred and be continuing and (iii) the Company shall not have (A) redeemed the Securities of such series pursuant to Section 11.7 or (B) terminated such SVB Trust pursuant to Section 9.2(b) of the related Trust Agreement, the Company shall pay to such SVB Trust (and its permitted successors or assigns under the related Trust Agreement) for so long as such SVB Trust (or its permitted successor or assignee) is the registered holder of any Securities of such series, such additional amounts as may be necessary in order that the amount of Distributions (including any Additional Amounts (as defined in such Trust Agreement)) then due and payable by such SVB Trust on the related Preferred Securities and Common Securities that at any time remain outstanding in accordance with the terms thereof shall not be reduced as a result of any Additional Taxes (the “Additional Sums”).  Whenever in this Indenture or the Securities there is a reference in any context to the payment of principal of or interest on the Securities, such mention shall be deemed to include mention of the payments of the Additional Sums provided for in this paragraph to the extent that, in such context.  Additional Sums are, were or would be payable in respect thereof pursuant to the provisions of this paragraph and express mention of the payment of Additional Sums (if applicable) in any provisions hereof shall not

60

be construed as excluding Additional Sums in those provisions hereof where such express mention is not made; provided, however, that the deferral of the payment of interest pursuant to Section 3.11 or the Securities shall not defer the payment of any Additional Sums that may be due and payable.

Section 10.7           Additional Covenants.

The Company covenants and agrees with each Holder of Securities of any series that it shall not, and it shall not permit any Subsidiary of the Company to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company’s capital stock (which includes common and preferred stock), (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that rank pari passu in all respects with or junior in interest to the Securities of such series or (c) make any guarantee payments with respect to any guarantee by the Company of debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (other than, in the case of clauses (a) through (c), (i) dividends or distributions in capital stock of the Company (which includes common and preferred stock), (ii) any declaration of a dividend in connection with the implementation of a rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) payments under the SVB Guarantee related to the Preferred Securities issued by the SVB Trust holding Securities of such series, and (iv) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers consultants or employees) or (d) redeem, purchase or acquire less than all of the Securities of such series or any of the Preferred Securities if at such time (x) there shall have occurred an Event of Default with respect to the Securities of such series, (y) if the Securities of such series are held by a SVB Trust, the Company shall be in default with respect to its payment of any obligations under the SVB Guarantee relating to the Preferred Securities issued by such SVB Trust, or (z) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

The Company also covenants with each Holder of Securities of a series issued to a SVB Trust (A) to maintain, directly or indirectly, 100% ownership of the Common Securities of such SVB Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company’s ownership of such Common Securities, (B) not to voluntarily terminate, wind-up or liquidate such SVB Trust, except upon prior approval of the federal regulators of the Company, if then so required under applicable guidelines or policies of such regulators, and except (1) in connection with a distribution of the Securities of such series to the holders of Trust Securities in liquidation of such SVB Trust or (2) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (C) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such SVB Trust to remain classified as a grantor trust and not an association taxable as a corporation for United States federal income tax purposes.

61

ARTICLE XI

REDEMPTION OF SECURITIES

Section 11.1           Applicability of This Article.

Redemption of Securities of any series (whether by operation of a sinking fund or otherwise) as permitted or required by any form of Security issued pursuant to this Indenture shall be made in accordance with such form of Security and this Article; provided, however, that if any provision of any such form of Security shall conflict with any provision of this Article, the provision of such form of Security shall govern.  Except as otherwise set forth in the form of Security for such series, each Security of such series shall be subject to partial redemption only in the amount of $25 or, in the case of the Securities of a series issued to a SVB Trust, $25, or integral multiples of $25 in excess thereof.

Section 11.2           Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution.  In case of any redemption at the election of the Company of less than all of the Securities of any particular series and having the same terms, the Company shall, not less than 30 nor more than 60 days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such date and of the principal amount of Securities of that series to be redeemed.  In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities, the Company shall furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel evidencing compliance with such restriction.

Section 11.3           Selection of Securities to be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the portion of the principal amount of any Security not redeemed shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.  If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

62

The Trustee shall promptly notify the Company in writing of the Securities selected for partial redemption and the principal amount thereof to be redeemed.  For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.  If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption.

Section 11.4           Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not later than the 30^th day, and not earlier than the 60^th day, prior to the Redemption Date, to each Holder of Securities to be redeemed, at the address of such Holder as it appears in the Securities Register.

With respect to Securities of each series to be redeemed, each notice of redemption shall state:

(a)           the Redemption Date;

(b)           the Redemption Price;

(c)           if less than all Outstanding Securities of such particular series and having the same terms are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular Securities to be redeemed;

(d)           that on the Redemption Date, the Redemption Price will become due and payable upon each such Security or portion thereof, and that interest thereon, if any, shall cease to accrue on and after said date;

(e)           the place or places where such Securities are to be surrendered for payment of the Redemption Price; and

(f)            that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company and shall not be irrevocable.  The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.  In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security.

63

Section 11.5           Deposit of Redemption Price.

Prior to 12:00 noon, Eastern time on the Redemption Date specified in the notice of redemption given as provided in Section 11.4, the Company will deposit with the Trustee or with one or more Paying Agents (or if the Company is acting as its own Paying Agent, the Company will segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and any accrued interest (including Additional Interest) on, all the Securities which are to be redeemed on that date.

Section 11.6           Payment of Securities Called for Redemption.

If any notice of redemption has been given as provided in Section 11.4, the Securities or portion of Securities with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable Redemption Price.  On presentation and surrender of such Securities at a Place of Payment in said notice specified, the said securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable Redemption Price, together with accrued interest (including any Additional Interest) to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.7.

Upon presentation of any Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the portion of the Security not redeemed so presented and having the same Original Issue Date, Stated Maturity and terms.  If a Global Security is so surrendered, such new Security will also be a new Global Security.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal of and premium, if any, on such Security shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 11.7           Right of Redemption of Securities Initially Issued to a SVB Trust.

In the case of the Securities of a series initially issued to a SVB Trust, except as otherwise specified as contemplated by Section 3.1, the Company, at its option, may redeem such Securities (i) on or after the date five years after the Original Issue Date of such Securities, in whole at any time or in part from time to time, or (ii) upon the occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, at any time within 90 days following the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event in respect of such SVB Trust, in whole (but not in part), in each case at a Redemption Price equal to 100% of the principal amount thereof.

64

ARTICLE XII

SINKING FUNDS

Section 12.1           Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.1 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms of any Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any sinking fund payment in excess of such minimum amount which is permitted to be made by the terms of such Securities of any series is herein referred to as an “optional sinking fund payment”.  If provided for by the terms of any Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2.  Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of such Securities.

Section 12.2           Satisfaction of Sinking Fund Payments with Securities.

In lieu of making all or any part of a mandatory sinking fund payment with respect to any Securities of a series in cash, the Company may at its option, at any time no more than 16 months and no less than 30 days prior to the date on which such sinking fund payment is due, deliver to the Trustee Securities of such series (together with the unmatured coupons, if any, appertaining thereto) theretofore purchased or otherwise acquired by the Company, except Securities of such series that have been redeemed through the application of mandatory or optional sinking fund payments pursuant to the terms of the Securities of such series, accompanied by a Company Order instructing the Trustee to credit such obligations and stating that the Securities of such series were originally issued by the Company by way of bona fide sale or other negotiation for value; provided that the Securities to be so credited have not been previously so credited.  The Securities to be so credited shall be received and credited for such purpose by the Trustee at the redemption price for such Securities, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.3           Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash in the currency in which the Securities of such series are payable (except as provided pursuant to Section 3.1) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered.  Such Officers’ Certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the

65

cash payment or payments therein referred to, if any, on or before the succeeding sinking fund payment date.  In the case of the failure of the Company to deliver such Officers’ Certificate (or, as required by this Indenture, the Securities and coupons, if any, specified in such Officers’ Certificate), the sinking fund payment due on the succeeding sinking fund payment date for such series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of the Securities of such series subject to a mandatory sinking fund payment without the right to deliver or credit securities as provided in Section 12.2 and without the right to make the optional sinking fund payment with respect to such series at such time.

Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made with respect to the Securities of any particular series shall be applied by the Trustee (or by the Company if the Company is acting as its own Paying Agent) on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date immediately following the date of such payment) to the redemption of Securities of such series at the Redemption Price specified in such Securities with respect to the sinking fund.  Any sinking fund moneys not so applied or allocated by the Trustee (or, if the Company is acting as its own Paying, Agent, segregated and held in trust by the Company as provided in Section 10.3) for such series and together with such payment (or such amount so segregated) shall be applied in accordance with the provisions of this Section 12.3.  Any and all sinking fund moneys with respect to the Securities of any particular series held by the Trustee (or if the Company is acting as its own Paying Agent, segregated and held in trust as provided in Section 10.3) on the last sinking fund payment date with respect to Securities of such series and not held for the payment or redemption of particular Securities of such series shall be applied by the Trustee (or by the Company if the Company is acting as its own Paying Agent), together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the principal of the Securities of such series at Maturity.  The Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4.  Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 11.6.  On or before each sinking fund payment date, the Company shall pay to the Trustee (or, if the Company is acting as its own Paying Agent, the Company shall segregate and hold in trust as provided in Section 10.3) in cash a sum in the currency in which Securities of such series are “ payable (except as provided pursuant to Section 3.1) equal to the principal and any interest accrued to the Redemption Date for Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 12.3.

Neither the Trustee nor the Company shall redeem any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund for such series during the continuance of a default in payment of interest, if any, on any Securities of such series or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to the Securities of such series, except that if the notice of redemption shall have been provided in accordance with the provisions hereof, the Trustee (or the Company, if the Company is then acting as its own Paying Agent) shall redeem such Securities if

66

cash sufficient for that purpose shall be deposited with the Trustee (or segregated by the Company) for that purpose in accordance with the terms of this Article XII.  Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such default or Event of Default, be held as security for the payment of the Securities and coupons, if any, of such series; provided, however, that in case such default or Event of Default shall have been cured or waived herein, such moneys shall thereafter be applied on the next sinking fund payment date for the Securities of such series on which such moneys may be applied pursuant to the provisions of this Section 12.3.

ARTICLE XIII

SUBORDINATION OF SECURITIES

Section 13.1           Securities Subordinate to Senior Debt.

The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article XIII, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all amounts then due and payable in respect of all Senior Debt.

Section 13.2           Payment Over of Proceeds Upon Dissolution, Etc.

In the event of any liquidation, dissolution, winding up, receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, marshaling of assets, or other similar proceedings relative to the Company (each such event, if any, herein sometimes referred to as a “Proceeding”), or upon any payment by the Company, or any distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any given Proceeding, then the holders of Senior Debt shall be entitled to receive payment in full in cash of Allocable Amounts of such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding.

67

In the event that, notwithstanding the foregoing provisions of this Section 13.2, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Allocable Amounts of all Senior Debt are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Allocable Amounts of all Senior Debt remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

For purposes of this Article XIII only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to at least the same extent as the Securities are so subordinated as provided in this Article XIII; provided that (1) the Senior Debt is assumed by the new corporation, if any, resulting from any reorganization or readjustment and (2) the rights of the holders of Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment.  The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section 13.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer or lease comply with the conditions set forth in Article VIII.

Section 13.3           Prior Payment to Senior Debt Upon Acceleration of Securities.

In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of the Senior Debt outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all Allocable Amounts due on or in respect of such Senior Debt (including any amounts due upon acceleration), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) by the Company on account of the principal of (or premium, if any) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary; provided however, that nothing in this Section 13.3 shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by

68

Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 13.3, then and in such event such payment shall be paid over and delivered forthwith to the Company.

The provisions of this Section 13.3 shall not apply to any payment with respect to which Section 13.2 would be applicable.

Section 13.4           No Payment When Senior Debt in Default.

(a)           In the event and during the continuation of any default (beyond any applicable grace periods specified in the instrument evidencing such Senior Debt) in the payment of principal of, (or premium, if any) or interest on any Senior Debt, or (b) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing that permits the holders of such Senior Debt to cause such Senior Debt to be declared or become due and payable prior to the date on which it would otherwise have become due and payable and the Trustee receives a notice of the default from a Representative or holder of Senior Debt or the Company, in the case of (a) and (b), unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary, in each case unless and until all Allocable Amounts of such Senior Debt are paid in full; provided, however, that nothing in this Section 13.4 shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 13.4, then and in such event such payment shall be paid over and delivered forthwith to the Company.

The provisions of this Section 13.4 shall not apply to any payment with respect to which Section 13.2 would be applicable.

69

Section 13.5           Payment Permitted If No Default.

Nothing contained in this Article XIII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any Proceeding referred to in Section 13.2 or under the conditions described in Sections 13.3 and 13.4, from making payments at any time of principal of (and premium, if any) or interest (including Additional Interest) on the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest (including any Additional Interest) on the Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article XIII.

Section 13.6           Subrogation to Rights of Holders of Senior Debt.

Subject to the payment in full of all amounts due or to become due on all Senior Debt, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article XIII (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to Senior Debt of the Company to substantially the same extent as the Securities are subordinated to the Senior Debt and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Debt) to the rights of the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior Debt until the principal of (and premium, if any) and interest on the Securities shall be paid in full.  For purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments pursuant to the provisions of this Article XIII to the holders of Senior Debt by Holders of the Securities or the Trustee shall, as among the Company, its creditors other than holders of Senior Debt, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Debt.

Section 13.7           Provisions Solely to Define Relative Rights.

The provisions of this Article XIII are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Debt on the other hand.  Nothing contained in this Article XIII or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as between the Company and the Holders of the Securities, the obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest (including any Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terns; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than their rights in relation to the holders of Senior Debt; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture including, without limitation, filing and voting claims in any

70

Proceeding, subject to the rights, if any, under this Article XIII of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

Section 13.8           Trustee to Effectuate Subordination.

Each Holder of a Security by his or her acceptance thereof authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination provided in this Article XIII and appoints the Trustee his or her attorney-in-fact for any and all such purposes.

Section 13.9           No Waiver of Subordination Provisions.

No right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the immediately preceding paragraph, the holders of Senior Debt may, at any time and from to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person liable in any manner for the collection of Senior Debt; and (d) exercise or refrain from exercising any rights against the Company and any other Person.

Section 13.10         Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities.  Notwithstanding the provisions of this Article XIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor, provided, however, that if the Trustee shall not have received the notice provided for in this Section 13.10 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and

71

to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date.

Subject to the provisions of Section 6.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor).  In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 13.11         Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Company referred to in this Article XIII, the Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIII.

Section 13.12         Trustee Not Fiduciary for Holders of Senior Debt.

The Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise.

Section 13.13         Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights.

The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XIII with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

72

Section 13.14         Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article XIII shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article XIII in addition to or in place of the Trustee.

Section 13.15         Certain Conversions or Exchanges Deemed Payment.

For the purposes of this Article XIII only, (a) the issuance and delivery of junior securities upon conversion or exchange of Securities shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest (including any Additional Interest) on Securities or on account of the purchase or other acquisition of Securities, and (b) the payment, issuance or delivery of cash, property or securities (other than junior securities) upon conversion or exchange of a Security shall be deemed to constitute payment on account of the principal of such security.  For the purposes of this Section 13.15, the term “junior securities” means (i) shares of any stock of any class of the Company and (ii) securities of the Company which are subordinated in right of payment to all Senior Debt which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article XIII.

* * * *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

73

IN WITNESS WHEREOF, the pasties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year fast above written.

	SILICON VALLEY BANCSHARES
	By:
	Name:
	Title:
Attest:
By:
Name:
Its:
	WILMINGTON TRUST COMPANY,
	as Trustee
	By:
	Its:
Attest:
By:
Its:

EX-4.7

EXHIBIT 4.7

____________________________________________________________________

GUARANTEE AGREEMENT

Between

SILICON VALLEY BANCSHARES

(as Guarantor)

and

WILMINGTON TRUST COMPANY

(as Trustee)

dated as of

________________, 2003

____________________________________________________________________

CROSS-REFERENCE TABLE

Section of Trust Indenture Act of 1939 as amended	Section of Guarantee Agreement
310(a)	4.1(a)
310(b)	4.1(c), 2.8
310(c)	Inapplicable
311(a)	2.2(b)
311(b)	2.2(b)
311(c)	Inapplicable
312(a)	2.2(a)
312(b)	2.2(b)
313	2.3
314(a)	2.4
314(b)	Inapplicable
314(c)	2.5
314(d)	Inapplicable
314(e)	1.1, 2.5, 3.2
314(f)	2.1, 3.2
315(a)	3.1(d)
315(b)	2.7
315(c)	3.1(c)
315(d)	3.1 (d)
316(a)	1.1, 2.6, 5.4
316(b)	5.3
316(c)	9.2
317(a)	Inapplicable
317(b)	Inapplicable
318(a)	2.1(b)
318(b)	2.1
318(c)	2.1(a)

     * This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms of provisions.

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of ____________, 2003, is executed and delivered by SILICON VALLEY BANCSHARES, a Delaware corporation (the “Guarantor”) having its principal office at 3003 Tasman Drive, Santa Clara, California, 95054, and Wilmington Trust Company as trustee (the “Guarantee Trustee”), for the benefit of the Holders from time to time of the Preferred Securities (as defined herein) of [SVB CAPITAL II], a Delaware statutory trust (the “Trust”).

WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of ____________, 2003 (the “Trust Agreement”), among the Guarantor, as Depositor, Wilmington Trust Company as Property Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees named therein and the Holders from time to time of undivided beneficial interests in the assets of the Trust, the Trust issued $______________ aggregate Liquidation Amount (as defined in the Trust Agreement) of its ____% Cumulative Trust Preferred Securities, Liquidation Amount $25 per Trust Preferred Security (the “Preferred Securities”);

WHEREAS, the Preferred Securities will be issued by the Trust and the proceeds thereof, together with the proceeds from the issuance of the Trust’s Common Securities (as defined below), will be used to purchase the Debentures (as defined in the Trust Agreement) of the Guarantor which were deposited with Wilmington Trust Company, as Property Trustee under the Trust Agreement, as trust assets;

WHEREAS, as an incentive for the Holders to purchase the Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase by each Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement and pursuant to Section 5.1 hereof extends the Guarantee for the benefit of the Holders from time to time of the Preferred Securities.

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions.

As used in this Guarantee Agreement, the terms set forth below shall, unless the context otherwise requires, have the following meanings.  Capitalized or otherwise defined terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement and the Indenture (as defined herein), each as in effect on the date hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; provided, however, that an Affiliate of the Guarantor shall not be deemed to be an Affiliate of the Trust.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Board of Directors” means either the board of directors of the Guarantor or any committee of that board duly authorized to act hereunder.

“Common Securities” means the securities representing common undivided beneficial interests in the assets of the Trust.

“Event of Default” means a default by the Guarantor on any of its payment or other obligations under this Guarantee Agreement; provided, however, that, except with respect to a default in payment of any Guarantee Payments, the Guarantor shall have received notice of default and shall not have cured such default within 90 days after receipt of such notice.

“Guarantee “has the meaning set forth in Section 5.1.

“Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by or on behalf of the Trust:  (a) any accrued and unpaid Distributions (as defined in the Trust Agreement) required to be paid on the Preferred Securities, to the extent the Trust shall have funds on hand available therefor at such time, (b) the applicable Redemption Price (as defined in the Trust Agreement), to the extent the Trust shall have funds on hand available therefor at such time, and (c) upon a voluntary or involuntary termination, winding up or liquidation of the Trust, unless Debentures are distributed to the Holders, the lesser of (i) the aggregate of the Liquidation Distribution (as defined in the Trust Agreement) and (ii) the amount of assets of the Trust remaining available for distribution to Holders of Preferred Securities after satisfaction of liabilities to creditors of the Trust as required by applicable law.

“Guarantee Trustee” means Wilmington Trust Company, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee.

“Holder” means any holder, as registered on the books and records of the Trust, of any Preferred Securities; provided, however, that in determining whether the holders of the requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee.

“Indenture” means the Junior Subordinated Indenture dated as of ____________, 2003, as supplemented and amended between the Guarantor and Wilmington Trust Company, as trustee.

2

“List of Holders” has the meaning specified in Section 2.2(a).

“Majority in Liquidation Amount of the Preferred Securities” means, subject to Section 316(a) of the Trust Indenture Act, a vote by the Holder(s), voting separately as a class, of more than 50% of the Liquidation Amount of all then outstanding Preferred Securities issued by the Trust.

“Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman or a Vice Chairman of the Board of Directors of such Person or the President, Chief Executive Officer or a Vice President of such Person, and by the Chief Financial Officer, the Secretary or an Assistant Secretary of such Person, and delivered to the Guarantee Trustee.  Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include:

(a)           a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(b)           a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;

(c)           a statement that each officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with, and

(d)           a statement as to whether, in the opinion of each officer, such condition or covenant has been complied with.

“Other Guarantees” means any guarantees similar to the Guarantee issued, from time to time, by the Guarantor on behalf of holders of one or more series of Preferred Securities issued by any SVB Trust (as defined in the Indenture) other than the Trust.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Responsible Officer” means, with respect to the Guarantee Trustee, any officer of the Corporate Trust Department of the Guarantee Trustee and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

“Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

3

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

ARTICLE II

TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.

(a)           This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by such provisions.

(b)           If and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 2.2. List of Holders.

(a)           The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee (i) semiannually, on or before January 15 and July 15 of each year, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders (“List of Holders”) as of a date not more than 15 days prior to the delivery thereof, and (ii) at such other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a List of Holders as of a date not more than 15 days prior to the time such list is furnished, in each case to the extent such information is in the possession or control of the Guarantor and is not identical to a previously supplied list of Holders or has not otherwise been received by the Guarantee Trustee in its capacity as such.  The Guarantee Trustee shall preserve, in as current form as is reasonably practicable, the names and addresses of the Holders contained in the most recent List of Holders furnished to the Guarantee Trustee. The Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

(b)           The Guarantee Trustee shall comply with its obligations under Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

SECTION 2.3. Reports by the Guarantee Trustee.

Not later than March 31 of each year, commencing on the year beginning January l, 2004, the Guarantee Trustee shall provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act.  The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4. Periodic Reports to the Guarantee Trustee.

4

The Guarantor shall provide to the Guarantee Trustee, the Commission and the Holders such documents, reports and information, if any, as required by Section 314(a) of the Trust Indenture Act and the compliance certificate required by Section 314(a)(4) of the Trust Indenture Act, in the form, in the manner and at the times required by Section 314(a) of the Trust Indenture Act.

SECTION 2.5. Evidence of Compliance with Conditions Precedent.

The Guarantor shall provide to the Guarantee Trustee, on an annual basis, such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act.  Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.

SECTION 2.6. Events of Default; Waiver.

The Holders of a Majority in Liquidation Amount of the Preferred Securities may, by vote, on behalf of the Holders, waive any past Event of Default and its consequences.  Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent therefrom.

SECTION 2.7. Event of Default; Notice.

(a)           The Guarantee Trustee shall, within 90 days after the occurrence of a default which with notice or the passage of time, or both, could become an Event of Default, transmit by mail, first class postage prepaid, to the Holders, notices of all such defaults known to the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

(b)           The Guarantee Trustee shall not be deemed to have knowledge of any such default unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice, of such default.

SECTION 2.8. Conflicting Interests.

The Trust Agreement shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

5

ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Guarantee Trustee.

(a)           This Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee to any Person except to a Holder exercising his or her rights pursuant to Section 5.4(d) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee.  The right, title and interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.

(b)           If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee for the benefit of the Holders.

(c)           The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee.  In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(d)           No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)    prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A)          the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement; and

(B)           in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically

6

required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement;

(ii)   The Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;

(iii)  the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and

(iv)  no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 3.2. Certain Rights of Guarantee Trustee.

(a)           Subject to the provisions of Section 3.1:

(i)    The Guarantee Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.

(ii)   Any direction or act of the Guarantor contemplated by this Guarantee Agreement shall be sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed herein.

(iii)  Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate which, upon receipt of such request from the Guarantee Trustee; shall be promptly delivered by the Guarantor.

7

(iv)  The Guarantee Trustee may consult with legal counsel, and the written advice or opinion of such legal counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion.  Such legal counsel may be legal counsel to the Guarantor or any of its Affiliates and may be one of its employees.  The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction.

(v)   The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such adequate security and indemnity as would satisfy a reasonable person in the position of the Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that, nothing contained in this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee Agreement.

(vi)  The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may, make such further inquiry or investigation into such facts or matters as it may see fit.

(vii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder.

(viii)  Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be protected in acting in accordance with such instructions.

(b)           No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation.  No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty to act in accordance with such power and authority.

SECTION 3.3. Indemnity.

8

The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Guarantee Trustee, arising out of or in connection with the acceptance or administration of this Guarantee Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

ARTICLE IV

GUARANTEE TRUSTEE

SECTION 4.1. Guarantee Trustee: Eligibility.

(a)           There shall at all times be a Guarantee Trustee which shall:

(i)    not be an Affiliate of the Guarantor; and

(ii)   be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the or for the of this Section and to supervising examining authority, then, purposes 4.1(a)(ii) the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b)           If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c).

(c)           If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

SECTION 4.2. Appointment, Removal and Resignation of the Guarantee Trustee.

(a)           Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor.

(b)           The Guarantee Trustee shall not be removed until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.

(c)           The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation.  The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall

9

not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.

(d)           If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Guarantee Trustee.

Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.

ARTICLE V

GUARANTEE

SECTION 5.1. Guarantee.

The Guarantor irrevocably and unconditionally agrees to pay in full on a subordinated basis to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Trust), as and when due, regardless of any defense, right of set-off or counterclaim which the Trust may have or assert other than the defense of payment (the “Guarantee”).  The Guarantee is a continuing guarantee, and the Guarantor fully, knowingly and unconditionally waives any right the Guarantor may have to revoke the Guarantee as to any future transactions under Section 2815 of the California Civil Code or otherwise.  The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Trust to pay such amounts to the Holders.

SECTION 5.2. Waiver of Notice and Demand.

The Guarantor hereby waives notice of acceptance of the Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

SECTION 5.3. Obligations Not Affected.

The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

(a)           the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Trust;

10

(b)           the extension of time for the payment by the Trust of all or any portion of the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures as provided in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities;

(c)           any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Trust granting indulgence or extension of any kind;

(d)           the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust;

(e)           any invalidity of, or defect or deficiency in, the Preferred Securities;

(f)            the settlement or compromise of any obligation guaranteed hereby or hereby incurred;

(g)           any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.  There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.  In addition to the foregoing provisions of this Section 5.3 and Section 5.2, Guarantor waives all rights and defenses arising out of an election of remedies by Guarantee Trustee or Holders, even though that election of remedies has destroyed the Guarantor’s rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise.

SECTION 5.4. Rights of Holders.

The Guarantor expressly acknowledges that: (a) this Guarantee will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee on behalf of the Holders; (c) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Trust or any other Person.

SECTION 5.5. Guarantee of Payment.

11

This Guarantee creates a guarantee of payment and not of collection.  This Guarantee will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Trust) or upon distribution of Debentures to Holders as provided in the Trust Agreement.

SECTION 5.6. Subrogation.

The Guarantor shall be subrogated to all (if any) rights of the Holders against the Trust in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement and shall have the right to waive payment by the Trust pursuant to Section 5.1; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee.  If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

SECTION 5.7. Independent Obligations.

The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Trust with respect to the Preferred Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

ARTICLE VI

COVENANTS AND SUBORDINATION

SECTION 6.1. Subordination.

The obligations of the Guarantor under this Guarantee will constitute unsecured obligations of the Guarantor and will rank subordinate and junior in right of payment to all Senior Debt in the same manner as Debentures.

SECTION 6.2. Pari Passu Guarantees.

The obligations of the Guarantor under this Guarantee shall rank pari passu with the obligations of the Guarantor under all Other Guarantees.

ARTICLE VII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1. Guarantor May Consolidate, Etc., Only on Certain Terms.

12

The Guarantor shall not consolidate with or merge into any other Person (in a transaction in which the Guarantor is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(a)           in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume the Guarantor’s obligations under this Guarantee;

(b)           immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing;

(c)           such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and

(d)           the Guarantor has delivered to the Guarantee Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1.

SECTION 7.2. Successor Guarantor Substituted.

Upon any consolidation or merger by the Guarantor with or into any other Person, or any conveyance, transfer or lease by the Guarantor of its properties and assets substantially as an entirety to any Person in accordance with Section 7.1, the successor Person formed by such consolidation or into which the Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Guarantee Agreement with the same effect as if such successor Person had been named as the Guarantor herein; and in the event of any such conveyance, transfer or lease the Guarantor shall be discharged from all obligations and covenants under this Guarantee Agreement.

ARTICLE VIII

TERMINATION

SECTION 8.1. Termination.

13

This Guarantee Agreement shall terminate and be of no further force and effect upon the earliest of (a) full payment of the applicable Redemption Price of all Preferred Securities, (b) the distribution of Debentures to the Holders in exchange for all of the Preferred Securities or (c) full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Trust.  Notwithstanding the foregoing clauses (a) through (c), this Guarantee Agreement will continue to be effective or will be reinstated if it has been terminated pursuant to one of such clauses (a) through (c), as the case may be, if at any time any Holder must restore payment of any sums paid with respect to Preferred Securities or this Guarantee Agreement.

ARTICLE IX

MISCELLANEOUS

SECTION 9.1. Successors and Assigns.

All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Preferred Securities then outstanding.  Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article VII hereof and Article VIII of the Indenture, the Guarantor shall not assign its obligations hereunder.

SECTION 9.2. Amendments.

Except with respect to any changes which do not adversely affect the rights of the Holders in any material respect (in which case no vote will be required), this Guarantee Agreement may not be amended without the prior approval of the Holders of not less than a Majority in Liquidation Amount of the Preferred Securities.  The provisions of Article VI of the Trust Agreement concerning meetings of the Holders shall apply to the giving of such approval.

SECTION 9.3. Notices.

Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows:

(a)           if given to the Guarantor, to the address set forth below or such other address, facsimile number or to the attention of such other Person as the Guarantor may give notice to the Holders:

Silicon Valley Bancshares

3003 Tasman Drive

Santa Clara, California 95054

Facsimile No.: (408) 496-2405

Attention: Chief Financial Officer

14

(b)           if given to the Trust, in care of the Guarantee Trustee, at the Trust’s (and the Guarantee Trustee’s) address set forth below or such other address as the Guarantee Trustee on behalf of the Trust may give notice to the Holders:

SVB Capital II

c/o Silicon Valley Bancshares

3003 Tasman Drive

Santa Clara, California, 95054

Facsimile No.: (408) 496-2405

Attention: Chief Financial Officer

with a copy to:

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Facsimile No.: (302) 636-6071

Attention: Don MacKelcan

(c)           if given to any Holder, at the address set forth on the books and records of the Trust.

All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

SECTION 9.4. Benefit.

This Guarantee is solely for the benefit of the Holders and is not separately transferable from the Preferred Securities.

SECTION 9.5. Interpretation.

In this Guarantee Agreement, unless the context otherwise requires:

(a)           capitalized terms used in this Guarantee Agreement but not defined in the preamble hereto have the respective meanings assigned to them, in Section 1.1;

(b)           a term defined anywhere in this Guarantee Agreement has the same meaning throughout;

15

(c)           all references to “the Guarantee Agreement” or “this Guarantee Agreement” are to this Guarantee Agreement as modified, supplemented or amended from time to time;

(d)           all references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified;

(e)           a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires;

(f)            a reference to the singular includes the plural and vice versa; and

(g)           the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders.

SECTION 9.6. Governing Law.

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

[The remainder of this page is intentionally left blank]

16

THIS GUARANTEE AGREEMENT is executed as of the day and year fast above written.

Silicon Valley Bancshares

By:                                                                                               

Name:

Title:

Wilmington Trust Company

as Guarantee Trustee

By:                                                                                               

Name:

Title:

EX-4.10

Exhibit 4.10

SILICON VALLEY BANCSHARES

Officers’ Certificate and Company Order
relating to the
__% Junior Subordinated Deferrable Interest Debentures Due _______ __, 2033
of Silicon Valley Bancshares

Pursuant to the Indenture, dated as of _________ __, 2003 (the “Indenture”), between Silicon Valley Bancshares, a Delaware corporation (the “Company”), and Wilmington Trust Company, as trustee (the “Debenture Trustee”), and resolutions adopted by the Pricing Committee of the Company’s Board of Directors on __________ __, 2003; this Officers’ Certificate is being delivered to the Debenture Trustee to establish the terms of one series of securities (the “Securities”) in accordance with Section 3.1 of the Indenture, to establish the form of the Securities of such series in accordance with Section 2.1 of the Indenture, to request the authentication and delivery of the Securities of such series pursuant to Section 3.3 of the Indenture and to comply with the provisions of Section 1.2 of the Indenture.  This Officers’ Certificate shall be treated for all purposes under the Indenture as a supplemental indenture thereto.

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Indenture.

I.              Establishment of Series of Securities pursuant to Section 3.1 of the Indenture.

There are hereby established pursuant to Section 3.1 of the Indenture a series of Securities which shall have the following terms:

A.            The Securities of such series shall bear the title “__% Junior Subordinated Deferrable Interest Debentures Due _______ __, 2033.”

B.            The aggregate principal amount of such series of Securities to be issued pursuant to this Officers’ Certificate and Company Order shall be limited to $_________ (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 of the Indenture and except for any Securities which, pursuant to Section 3.3 of the Indenture, are deemed never to have been authenticated and delivered thereunder).

C.            The date on which the principal of the Securities is due and payable shall be _____ __, 2033.  The Company may shorten the State Maturity of the Securities as provided in Section 3.14 of the Indenture.

D.            The Securities shall bear interest at the rate of __% per annum (based upon a 360-day year of twelve 30-day months), from and including the date of original issuance or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly in arrears on the __ day of _______, ______, __________ and

__________ in each year (each, an “Interest Payment Date”), commencing _____ __, 2004, until the principal thereof is paid or made available for payment.  The date 15 days prior to an Interest Payment Date shall be the “Regular Record Date” for the interest payable on such Interest Payment Date.  Accrued interest that is not paid on such applicable Interest Payment Date will bear additional interest on the amount thereof (to the extent permitted by law) at a rate per annum of ___% thereof compounded quarterly.

In addition, so long as no Event of Default with respect to the Securities has occurred or is continuing, the Company has the rights set forth in Section 3.11 of the Indenture at any time during the term of such Securities to defer the payment of interest at any time or from time to time for a period not exceeding 20consecutive quarterly periods with respect to each Extension Period, provided that no Extension Period may extend beyond the Stated Maturity.  At the end of such Extension Period, the Company must pay all interest then accrued and unpaid (together with interest thereon at the annual rate of __%, compounded quarterly, to the extent permitted by applicable law).

E.             Principal of and interest on the Securities will be payable, and, except as provided in Section 3.5 of the Indenture with respect to a Global Security (as defined below), the transfer of the Securities will be registrable and Securities will be exchangeable for Securities bearing identical terms and provisions at the corporate trust office of ________________________ in [City/State].

F.             The Securities will be redeemable in whole at any time and in part from time to time, at the option of the Company at any time on or after _______ __, 2008, subject to the Company having received prior regulatory approval if then so required, at a redemption price equal to the accrued and unpaid interest on the Securities so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof.

In addition, upon the occurrence of a Tax Event, an Investment Company Event or a Capital Treatment Event in respect of a SVB Trust, the Company may, at its option and subject to receipt of prior regulatory approval if then required under applicable capital guidelines or policies, redeem the Securities in whole (but not in part) at any time within 90 days of the occurrence of such Tax Event, Investment Company Event or a Capital Treatment Event, at a redemption price equal to the accrued and unpaid interest on the Securities so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof.

G.            The Company shall not be obligated to redeem or purchase any Securities pursuant to any sinking fund or analogous provisions or at the option of the Holder.

H.            The Securities will be issued only in fully registered form and the authorized minimum denomination of the Securities shall be $25.00 and any integral multiple of $25.00 in excess thereof.

I.              The Securities shall be denominated, and payments of principal of (and premium, if any) and interest on the Securities of such series will be made, in United States dollars.

-2-

J.             The Securities shall be subject to the Events of Default specified in Section 5.1, paragraphs (a) through (e), of the Indenture.

K.            The portion of the principal amount of the Securities which shall be payable upon declaration of acceleration of maturity thereof shall not be other than the principal amount thereof.

L.             The Securities will be issued in fully registered form, without coupons.  The Securities will not be issued in bearer form.

M.           The amount of payments of principal of and any premium on the Securities will not be determined with reference to an index.

N.            The Securities shall not be issued in the form of a temporary Global Security (as defined below).

O.            The Securities will initially be deposited with, and on behalf of, The Depository Trust Company, New York, New York, as Depositary, and will be represented by a global security (a “Global Security”) registered in the name of a nominee of the Depositary.  If, and so long as the Depositary or its nominee is the registered holder of any Global Security, the Depositary or its nominee, as the case may be, will be considered the sole Holder of the Securities of such series represented by such Global Security for all purposes under the Indenture and the Securities.

P.             The Trustee shall be Paying Agent.

Q.            The Securities will not be convertible into any other securities or property of the Company.  The Securities of any series may not be exchanged for Securities of any other series.

R.            The Trust Agreement, the Amended and Restated Trust Agreement and the Guarantee Agreement are in the forms attached hereto as Exhibit A, Exhibit B, and Exhibit C respectively.

S.             The Securities are subordinate and subject in right of payment to the prior payment in full of all amounts then due and payable in respect of all Senior Debt, as provided in the Indenture.

II.            Establishment of Forms of Securities Pursuant to Section 2.1 of Indenture.

It is hereby established pursuant to Section 2.1 of the Indenture that the Securities shall be substantially in the form attached as Exhibit D hereto.

III.           Order for the Authentication and Delivery of Securities Pursuant to Section 3.3 of the Indenture.

It is hereby ordered pursuant to Section 3.3 of the Indenture that the Trustee authenticate, in the manner provided by the Indenture, Securities in the aggregate principal amount of $__________

-3-

registered in the name of Cede & Co., as the nominee of The Depository Trust Company, which Securities have been heretofore duly executed by the proper officers of the Company and delivered to you as provided in the Indenture, and to deliver said authenticated Securities to Wilmington Trust Company or its custodian on _______________ __, 2003.

IV.           Other Matters.

Attached as Exhibit E hereto are true and correct copies of resolutions adopted by the Pricing Committee of the Board of Directors of the Company at a meeting on _________ __, 2003.  Attached as Exhibit F hereto are true and correct copies of resolutions adopted by the Board of Directors of the Company at a meeting on ___________ __, 2003.  Such resolutions have not been further amended, modified or rescinded and remain in full force and effect; and such resolutions (together with this Officers’ Certificate) are the only resolutions or other action adopted by the Company’s Board of Directors or any committee thereof or by any Authorized Officers relating to the offering and sale of the Securities.

The undersigned have read the pertinent sections of the Indenture including the related definitions contained therein.  The undersigned have examined the resolutions adopted by the Board of Directors and the Pricing Committee of the Board of Directors of the Company.  In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not the conditions precedent to the establishment of (i) a series of Securities, (ii) the forms of such Securities and (iii) authentication of such series of Securities, contained in the Indenture have been complied with.  In the opinion of the undersigned, such conditions (including covenants, compliance with which constitutes a condition precedent) have been complied with.

[The remainder of this page is intentionally left blank]

-4-

IN WITNESS WHEREOF, the undersigned have executed this Certificate this ___ day of ________________, 2003.

SILICON VALLEY BANCSHARES

By:

Name:

Title: 

By:

Name:

Title:  Secretary

EX-5.1

Exhibit 5.1

October 21, 2003

Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California 95054

Re:    Registration Statement of Form S-3

        Ladies and Gentlemen:

        We have acted as counsel for Silicon Valley Bancshares, a Delaware corporation (the "Company"), and SVB Capital II, a statutory trust created under the laws of Delaware ("SVB Capital"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the trust preferred securities to be issued by SVB Capital (the "Trust Preferred Securities") and the related Guarantee Agreement (as defined below) and Debentures (as defined below) to be issued by the Company, pursuant to a Registration Statement on Form S-3 filed on September 30, 2003 with the Securities and Exchange Commission (File No. 333-109312) (the "Registration Statement"). The Debentures are to be sold pursuant to an underwriting agreement (the "Underwriting Agreement") in substantially the form to be filed as an exhibit to the Registration Statement.

        In rendering this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following:

(a)

the Registration Statement and the form of the Prospectus contained in the Registration Statement;



(b)

the form of Junior Subordinated Indenture (the "Indenture") to be entered into by and between the Company and Wilmington Trust Company, as trustee, pursuant to which the Company will issue junior subordinated deferrable interest debentures due 2033 (the "Debentures"), the form of which Debentures is included in the Indenture, and filed as an exhibit to the Registration Statement;



(c)

the form of Guarantee Agreement (the "Guarantee Agreement") to be entered into by and between the Company and Wilmington Trust Company, as trustee, pursuant to which the Company will guarantee certain obligations of SVB Capital with respect to the Trust Preferred Securities, and filed as an exhibit to the Registration Statement; and



(d)

resolutions of the Board of Directors of the Company (the "Resolutions") relating to the authorization of (i) the filing of the Registration Statement, (ii) the Debentures, (iii) the Trust Preferred Securities and (iv) the Guarantee Agreement.

        In addition, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company, such certificates of public officials, officers of the Company and other persons, and such other documents and instruments as we have deemed necessary or advisable for the purposes of rendering this opinion letter.

        We have assumed the following: (a) the genuineness of all signatures; (b) the authenticity and completeness of all documents submitted to us as originals; (c) the conformity to authentic original documents of all documents submitted to us as copies; (d) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, documents, instruments and certificates we have reviewed as of their stated dates and as of the date hereof; (e) the legal capacity of natural persons; (f) the due authorization, execution and delivery on behalf of the respective parties thereto of documents referred to herein and, except as specifically covered in the opinions set forth below, the validity, binding effect and enforceability thereof with respect to such parties; (g) the absence of any evidence extrinsic to the provisions of the written agreements that the parties thereto intended a meaning contrary to that expressed by those provisions; (h) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the

Act; (i) all Debentures will be issued and sold in compliance with applicable Federal and state securities laws and in the manner stated in the Registration Statement; (j) a definitive underwriting agreement will have been duly authorized and validly executed and delivered by the Company and each of the other parties thereto; and (k) the Indenture and the Guarantee Agreement have been duly qualified under the Trust Indenture Act of 1939, as amended.

        In addition, we have assumed that the execution, delivery and performance by the Company of its obligations under Indenture, the Debentures and the Guarantee Agreement does not and will not conflict with, contravene, violate or constitute a default under (a) any lease, indenture, instrument or other agreement to which the Company is subject, (b) any rule, law or regulation to which the Company is subject or (c) any judicial or administrative order or decree of any governmental authority. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.

        On the basis of the foregoing and in reliance thereon and having regard for legal considerations which we deem relevant, and subject to the exceptions, qualifications, limitations and assumptions set forth herein, we are of the opinion that, as of the date hereof:

1.

When (a) the Indenture has been duly authorized and validly executed and delivered by the Company to the Trustee, (b) the Board of Directors of the Company or a duly constituted and acting committee thereof (such board of Directors or committee being hereafter referred to as the "Board") has taken all necessary corporate action to approve the issuance and terms of the Debentures, the terms of the offering thereof and related matters, and (c) the Debentures have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and the Underwriting Agreement, such series of Debentures will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.



2.

When the Guarantee Agreement has been executed and delivered as specified therein, the Guarantee Agreement will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

        Our opinions rendered above are subject to the following:

(a)

we express no opinion as to (i) the effect of any bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances and preferences, (ii) rights to indemnification and contribution contained in the Indenture and Guarantee Agreement (collectively, the "Transaction Documents") to the extent that they purport to indemnify any party against, or release or limit any party's liability for, its own breach or failure to comply with statutory obligations, or to the extent such provisions are contrary to public policy, (iii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance, injunctive relief or other equitable relief, and limitations on rights of acceleration regardless of whether considered in a proceeding in equity or at law, or (iv) waivers of defenses or statutory or constitutional rights or waivers of unmatured claims or rights;



(b)

to the extent that the obligations of the Company under the Transaction Documents may be dependent upon such matters, we assume for purposes of this opinion that each of the Delaware trustee, guarantee trustee, Indenture trustee and property trustee has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization; that such trustee is duly qualified to engage in the activities contemplated by the Transaction Document to which it is a party; that each of the Transaction Documents has been duly authorized, executed and delivered by the applicable trustee or trustees and

constitutes a legally valid, binding and enforceable obligation of such trustee or trustees enforceable against such trustee or trustees in accordance with its terms; that each trustee is in compliance, generally and with respect to acting as trustee under the Transaction Document to which it is a party, with all applicable laws and regulations; and that each trustee has the requisite organizational and legal power and authority to perform its obligations under the Transaction Document to which it is a party; and

(c)

we express no opinion regarding the enforceability or effect of Section 5.15 of the Indenture.

        Members of our firm are admitted to the bar in the State of California, and we express no opinion as to any matters relating to the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of California and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

        We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Registration Statement and the Prospectus included therein. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

EX-5.2

Exhibit 5.2

[Richards, Layton & Finger, P.A. Letterhead]

October 21, 2003

Silicon Valley Bancshares

3003 Tasman Drive

Santa Clara, California  95054

Re:SVB Capital II

Ladies and Gentlemen:

We have acted as special Delaware counsel for SVB Capital II, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein.  At your request, this opinion is being furnished to you.

We have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including the following documents:

(a)The Certificate of Trust of Trust (the “Certificate of Trust”), as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on September 11, 2003;

(b)The Trust Agreement, dated as of September 11, 2003 among Silicon Valley Bancshares, as depositor (the “Company”), and the trustees named therein;

(c)The Registration Statement, as amended (the “Registration Statement”), on Form S-3, including a preliminary prospectus (the “Prospectus”) relating to the Cumulative Trust Preferred Securities of the Trust representing beneficial interests in the assets of the Trust (each, a “Preferred Security” and collectively, the “Preferred Securities”), filed by the Company and the Trust with the Securities and Exchange Commission on September 30, 2003;

(d)A form of Amended and Restated Trust Agreement for the Trust (the “Trust Agreement”), to be entered into among the Company, the trustees of the Trust named therein, and the several holders defined therein (including the form of Preferred Securities Certificate attached thereto as Exhibit D), attached as an exhibit to the Registration Statement; and

(e)A Certificate of Good Standing for the Trust, dated October 20, 2003, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement.

As to various questions of fact material to our opinion, we have relied upon the representations made in the foregoing documents and upon certificates of officers of the Company.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Trust Agreement and the Certificate of Trust will be in full force and effect and will not be amended, (ii) the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents (other than the Trust) examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) that each of the parties to the documents (other than the Trust) examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (collectively, the “Preferred Security Holders”) of a Preferred Securities Certificate for such Preferred Security and the payment for such Preferred Security, in accordance with the Trust Agreement and the Registration Statement, and (vii) that the Preferred Securities will be authenticated, issued and sold to the Preferred Security Holders in accordance with the Trust Agreement and the Registration Statement.  We have not participated in the preparation of the Registration Statement or the Prospectus and assume no responsibility for their contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto.  Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of laws and rules, regulations and orders thereunder as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1.             The Trust has been duly created and is validly existing in good standing as a statutory trust under the Statutory Trust Act.

2

2.             The Preferred Securities of the Trust will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable beneficial interests in the assets of the Trust.

3.             The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.  We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.  We hereby consent to the use of our name under the heading “Validity of Securities” in the Prospectus.  In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

WF/XJS

3

EX-8.1

Exhibit 8.1

[Wilson Sonsini Goodrich & Rosati Letterhead]

October 21, 2003

Silicon Valley Bancshares

3003 Tasman Drive

Santa Clara, California 95054

SVB Capital II

3003 Tasman Drive

Santa Clara, California 95054

Re:	Certain Federal Income Tax Consequences of the
	Purchase and Ownership of Cumulative Trust Preferred
	Securities Issued by SVB Capital II

Ladies and Gentlemen:

We have acted as counsel to Silicon Valley Bancshares and its subsidiaries (“Silicon”) in connection with the preparation and filing, under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-3, with the Securities and Exchange Commission on this date (the “Registration Statement”).  The Registration Statement relates to the offer for sale of $50,000,000 aggregate liquidation amount of Cumulative Trust Preferred Securities (the “Trust Preferred Securities”) of SVB Capital II (“SVB Capital II”), a statutory business trust that has been formed at the direction of Silicon under the laws of the State of Delaware, the junior subordinated debentures to be issued by Silicon to SVB Capital II in connection with the sale of the Trust Preferred Securities (“Junior Subordinated Debentures”), and the guarantee to be issued by Silicon with respect to the Trust Preferred Securities (the “Guarantee”).

This opinion letter relates to the material federal income tax consequences of the purchase and ownership of the Trust Preferred Securities by investors.  All capitalized terms used in this opinion letter not otherwise defined herein have the same meaning as set forth in the Registration Statement.

We have examined the Registration Statement, the Trust Agreement of SVB Capital II, the Amended and Restated Trust Agreement of SVB Capital II, and such other documents as we have deemed necessary to render our opinions expressed below.  In our examination of such material, we have relied upon the current and continued accuracy of the factual matters we have considered, including the accuracy of representations made by Silicon and SVB Capital II, and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies of documents submitted to us.  In addition, we have also assumed that the transactions related to the issuance of the Junior Subordinated Debentures, the Trust Preferred Securities and the Guarantee will be consummated in accordance with the terms and forms of such documents.

For purposes of our opinion letter, we have assumed that Tax reporting for the Trust will be consistent with its status as a grantor trust.

Based on the foregoing, and assuming that SVB Capital II will be maintained in compliance with the terms of the Trust Agreement of SVB Capital II and the  Amended and Restated Trust Agreement of SVB Capital II, as applicable, it is our opinion that:

(a)  SVB Capital II will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, and, as a result, each beneficial owner of Trust Preferred Securities (a “Security Holder”) will be treated as owning an undivided beneficial interest in the Junior Subordinated Debentures held by SVB Capital II.

(b)  The Junior Subordinated Debentures will be classified for United States federal income tax purposes as indebtedness of Silicon.

(c)  Except in the case of the occurrence of an extension period, as described in the Registration Statement, stated interest on the Junior Subordinated Debentures will generally be included in income by a Security Holder at the time such interest is paid or accrued in accordance with the Security Holder’s regular method of tax accounting.  If Silicon exercises its right to defer payments of interest on the Junior Subordinated Debentures during an extension period, Security Holders will commence reporting interest income with respect to the Junior Subordinated Debentures under the original issue discount rules of the Internal Revenue Code of 1986, as amended (the “Code”).

(d)  A distribution by SVB Capital II of the Junior Subordinated Debentures, as described in the Registration Statement (and subject to the limits discussed therein), will be non-taxable and will result in the Security Holder receiving directly such Security Holder’s pro rata share of the Junior Subordinated Debentures previously held indirectly through SVB Capital II, with a holding period and aggregate tax basis equal to the holding period and aggregate tax basis such Security Holder had in its Trust Preferred Securities before such distribution.

(e)  Gain or loss will be recognized by a Security Holder on a sale of Trust Preferred Securities (including a redemption for cash) in an amount equal to the difference between the amount realized and the Security Holder’s adjusted tax basis in the Trust Preferred Securities sold or so redeemed.  If Silicon does not exercise its right to defer payment of interest on the Junior Subordinated Debentures, a Security Holder’s “adjusted tax basis” in the Trust Preferred Securities will generally equal such Security Holder’s initial purchase price.  If Silicon defers payment of interest, a Security Holder’s adjusted tax basis will equal such Security Holder’s

2

initial purchase price increased by any original issue discount previously included in the Security Holder’s gross income to the date of disposition and decreased by payments received on the Trust Preferred Securities after Silicon exercises its right to defer payment of interest and prior to the date of disposition.   Gain or loss recognized by a Security Holder of Trust Preferred Securities held for more than one year will generally be taxable as long-term capital gain or loss.

(f)  The discussion of “Certain Federal Income Tax Consequences” in the Registration Statement accurately describes the material United States federal income tax consequences that may be relevant to the purchase, ownership and disposition of the Trust Preferred Securities.

These opinions are based upon the Code, the Treasury Regulations promulgated thereunder and other relevant law and authorities, all as in effect on the date hereof.  Future changes in the law or interpretations of the law may cause the tax effects of the transactions referred to herein to be materially different from those described above.  We have undertaken no obligation to update this opinion letter in such event.

Other than the specific tax opinions set forth in this letter, no other opinion has been requested of us or rendered by us with respect to the tax treatment of the Junior Subordinated Debentures, the Trust Preferred Securities or the Guarantee, including, but not limited to, the tax treatment of the proposed transactions under other provisions of the Code and the Treasury Regulations or the tax treatment of the proposed transactions under state, local, foreign or any other tax laws.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and the use of our name in the Registration Statement under the caption “Certain Federal Income Tax Consequences.”  In giving such consent, we do not concede that this consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Wilson  Sonsini Goodrich & Rosati, P.C.

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

3

EX-23.1

EXHIBIT 23.1

Consent of Independent Auditors

The Board of Directors
Silicon Valley Bancshares:

        We consent to incorporation by reference in the Registration Statement Amendment No. 1 on Form S-3 (No. 333-109312) of Silicon Valley Bancshares of our report dated January 16, 2003, relating to the consolidated balance sheets of Silicon Valley Bancshares and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2002, which report appears in the December 31, 2002 annual report on Form 10-K of Silicon Valley Bancshares, incorporated by reference herein, and to the reference to our firm under the heading Experts in the prospectus.

	/s/ KPMG LLP
San Francisco, California October 20, 2003